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Superior Bank FSB Afc Mort LN Asset Backed Notes Ser 2000 2 · 8-K · For 6/29/00 · EX-4.3

Filed On 7/14/00, 6:00pm ET   ·   Accession Number 950110-0-724   ·   SEC File 333-83597-03

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 7/14/00  Superior Bank FSB Afc Mor..2000 2 8-K:2,7     6/29/00    5:2.6M                                   Scott Printing Co..01/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     20K 
 2: EX-4.1      Indenture                                             89    366K 
 3: EX-4.2      Trust Agreement                                       66    203K 
 4: EX-4.3      Sale and Servicing Agreement                         569±  4.60M 
 5: EX-4.4      Subsequent Transfer Instrument                       117±  1.04M 


EX-4.3   —   Sale and Servicing Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Sale and Servicing Agreement
4The Servicer
9Agreement
18Deferred Payment
19Depository
22Final Order
23Group 1
24Group 2
25Indenture Trustee
27Land Trust Mortgage
28Monthly Advance
31Notice
32Original Group 2 Principal Balance
33Owner Trustee
35Preference Amount
37Purchase Price
39REO Property
"Required Overcollateralization Amount
40Seller
"Servicer
"Servicer's Certificate
41Special Power of Attorney
42Termination Price
43Trustee's Mortgage File
45Section 2.01 Sale and Conveyance of Trust Estate; Priority and Subordination of Ownership Interests
"Section 2.02 Possession of Mortgage Files
"Section 2.03 Books and Records
"Section 2.04 Delivery of Mortgage Loan Documents
50Section 2.05 Acceptance by Indenture Trustee of the Trust Estate; Certain Substitutions; Certification by Indenture Trustee
52Section 2.06 [Reserved]
"Section 2.07 [Reserved.]
"Section 2.08 Fees and Expenses of the Indenture Trustee
"Section 2.09 Application of Principal and Interest
53Section 2.10 Conveyance of the Subsequent Mortgage Loans
58REPRESENTATIONS AND WARRANTIES Section 3.01 Representations of the Seller
60Section 3.02 Individual Mortgage Loans
72Section 3.03 Purchase and Substitution
75ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS Section 5.01 Duties of the Servicer
77Section 5.02 Liquidation of Mortgage Loans
78Section 5.03 Establishment of Principal and Interest Accounts; Deposits in Principal and Interest Accounts
79Section 5.04 Permitted Withdrawals From the Principal and Interest Account
81Section 5.05 Payment of Property Taxes, Insurance and Other Charges
82Section 5.06 Transfer of Accounts; Monthly Statements
"Section 5.07 Maintenance of Hazard Insurance
83Section 5.08 Maintenance of Mortgage Impairment Insurance Policy
"Section 5.09 Fidelity Bond
84Section 5.10 Title, Management and Disposition of REO Property
"Section 5.11 Right to Repurchase Defaulted Mortgage Loans
85Section 5.12 Collection of Certain Mortgage Loan Payments
"Section 5.13 Access to Certain Documentation and Information Regarding the Mortgage Loans
86Section 5.14 Superior Liens
"Section 5.15. Environmental Matters
87Section 5.16. Advance Facility
88PAYMENTS TO THE SECURITYHOLDERS Section 6.01 Establishment of Note Distribution Account; Deposits in Note Distribution Account
"Section 6.02 Permitted Withdrawals from Note Distribution Account
89Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee Expense Account; Permitted Withdrawals from Trustee Expense Account
91Section 6.04 Payment of Monthly Premium to Note Insurer
"Section 6.05 Investment of Accounts
92Section 6.06 Priority and Subordination of Distributions
103Section 6.07 Insufficiency of Amount Available or Net Excess Amount Available
"Section 6.08 Servicer's Certificate
108Section 6.09 Advances by the Servicer
109Section 6.10 Compensating Interest
"Section 6.11 [Reserved]
110Section 6.12 Pre-Funding Account
111Section 6.13 Interest Coverage Account
113Section 6.14 Reserve Account
"Section 6.15 [Reserved]
"Section 6.16 Compliance with Withholding Requirements
114Section 6.17 Cap Agreements
115ARTICLE VII GENERAL SERVICING PROCEDURE Section 7.01 Assumption Agreements
"Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files
117Section 7.03 Servicing Compensation
"Section 7.04 Annual Statement as to Compliance
118Section 7.05 Annual Independent Public Accountants' Servicing Report and Comfort Letter
"Section 7.06 Securityholder's, Indenture Trustee's and Note Insurer's Right to Examine Servicer Records
119Section 7.07 Reports to the Indenture Trustee; Principal and Interest Account Statements
120REPORTS TO BE PROVIDED BY SERVICER Section 8.01 Financial Statements
121THE SERVICER Section 9.01 Indemnification; Third Party Claims
122Section 9.02 Merger or Consolidation of the Seller and the Servicer
"Section 9.03 Limitation on Liability of the Servicer and Others
"Section 9.04 Servicer Not to Resign
123Section 9.05 Representations of the Servicer
124Section 9.06 Accounting Upon Resignation or Termination of Servicer
126Section 10.01 Events of Servicer Default
130Section 10.02 Indenture Trustee to Act; Appointment of Successor
132Section 10.03 Waiver of Defaults
133Section 11.01 Termination
135Section 11.02 Seller's Right to Seller's Yield Absolute
136Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses
138Section 14.01 Acts of Noteholders
"Section 14.02 Amendment
139Section 14.03 Recordation of Agreement
"Section 14.04 Duration of Agreement
"Section 14.05 Governing Law
"Section 14.06 Notices
141Section 14.07 Severability of Provisions
"Section 14.08 No Partnership
"Section 14.09 Counterparts
"Section 14.10 Successors and Assigns
"Section 14.11 Headings
"Section 14.12 The Note Insurer
142Section 14.13 Paying Agent
"Section 14.14 Actions of Securityholders
143Section 14.15 Grant of Security Interest
144Section 14.16 Limitation of Liability
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================================================================================ SALE AND SERVICING AGREEMENT Dated as of June 1, 2000 AFC TRUST SERIES 2000-2 (Issuer) and SUPERIOR BANK FSB (Seller and Servicer) and LASALLE BANK NATIONAL ASSOCIATION (Indenture Trustee) AFC Mortgage Loan Asset Backed Notes, Series 2000-2
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[Enlarge/Download Table] TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II PAGE ---- SALE AND CONVEYANCE OF THE MORTGAGE LOANS Section 2.01 Sale and Conveyance of Trust Estate; Priority and Subordination of Ownership Interests...................................................................39 Section 2.02 Possession of Mortgage Files..........................................................39 Section 2.03 Books and Records.....................................................................39 Section 2.04 Delivery of Mortgage Loan Documents...................................................39 Section 2.05 Acceptance by Indenture Trustee of the Trust Estate; Certain Substitutions; Certification by Indenture Trustee....................................................44 Section 2.06 [Reserved]............................................................................46 Section 2.07 [Reserved.]...........................................................................46 Section 2.08 Fees and Expenses of the Indenture Trustee............................................46 Section 2.09 Application of Principal and Interest.................................................46 Section 2.10 Conveyance of the Subsequent Mortgage Loans...........................................47 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 Representations of the Seller.........................................................52 Section 3.02 Individual Mortgage Loans.............................................................54 Section 3.03 Purchase and Substitution.............................................................66 ARTICLE IV [RESERVED] ARTICLE V ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS Section 5.01 Duties of the Servicer................................................................69 Section 5.02 Liquidation of Mortgage Loans.........................................................71 Section 5.03 Establishment of Principal and Interest Accounts; Deposits in Principal and Interest Accounts.....................................................................72 Section 5.04 Permitted Withdrawals From the Principal and Interest Account.........................73 Section 5.05 Payment of Property Taxes, Insurance and Other Charges................................75 -ii-
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[Enlarge/Download Table] PAGE ---- Section 5.06 Transfer of Accounts; Monthly Statements..............................................76 Section 5.07 Maintenance of Hazard Insurance.......................................................76 Section 5.08 Maintenance of Mortgage Impairment Insurance Policy...................................77 Section 5.09 Fidelity Bond.........................................................................77 Section 5.10 Title, Management and Disposition of REO Property.....................................78 Section 5.11 Right to Repurchase Defaulted Mortgage Loans..........................................78 Section 5.12 Collection of Certain Mortgage Loan Payments..........................................79 Section 5.13 Access to Certain Documentation and Information Regarding the Mortgage Loans.................................................................................79 Section 5.14 Superior Liens........................................................................80 Section 5.15. Environmental Matters.................................................................80 Section 5.16. Advance Facility......................................................................81 ARTICLE VI PAYMENTS TO THE SECURITYHOLDERS Section 6.01 Establishment of Note Distribution Account; Deposits in Note Distribution Account...............................................................................82 Section 6.02 Permitted Withdrawals from Note Distribution Account..................................82 Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee Expense Account; Permitted Withdrawals from Trustee Expense Account...........................83 Section 6.04 Payment of Monthly Premium to Note Insurer............................................85 Section 6.05 Investment of Accounts................................................................85 Section 6.06 Priority and Subordination of Distributions...........................................86 Section 6.07 Insufficiency of Amount Available or Net Excess Amount Available......................97 Section 6.08 Servicer's Certificate................................................................97 Section 6.09 Advances by the Servicer.............................................................102 Section 6.10 Compensating Interest................................................................103 Section 6.11 [Reserved]...........................................................................103 Section 6.12 Pre-Funding Account..................................................................104 Section 6.13 Interest Coverage Account............................................................105 Section 6.14 Reserve Account......................................................................107 Section 6.15 [Reserved]...........................................................................107 Section 6.16 Compliance with Withholding Requirements.............................................107 Section 6.17 Cap Agreements.......................................................................108 ARTICLE VII GENERAL SERVICING PROCEDURE Section 7.01 Assumption Agreements................................................................109 Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files..............................109 Section 7.03 Servicing Compensation...............................................................111 Section 7.04 Annual Statement as to Compliance....................................................111 -iii-
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[Enlarge/Download Table] PAGE ---- Section 7.05 Annual Independent Public Accountants' Servicing Report and Comfort Letter...............................................................................112 Section 7.06 Securityholder's, Indenture Trustee's and Note Insurer's Right to Examine Servicer Records.....................................................................112 Section 7.07 Reports to the Indenture Trustee; Principal and Interest Account Statements..........113 ARTICLE VIII REPORTS TO BE PROVIDED BY SERVICER Section 8.01 Financial Statements.................................................................114 ARTICLE IX THE SERVICER Section 9.01 Indemnification; Third Party Claims..................................................115 Section 9.02 Merger or Consolidation of the Seller and the Servicer...............................116 Section 9.03 Limitation on Liability of the Servicer and Others...................................116 Section 9.04 Servicer Not to Resign...............................................................116 Section 9.05 Representations of the Servicer......................................................117 Section 9.06 Accounting Upon Resignation or Termination of Servicer...............................118 ARTICLE X DEFAULT Section 10.01 Events of Servicer Default...........................................................120 Section 10.02 Indenture Trustee to Act; Appointment of Successor...................................124 Section 10.03 Waiver of Defaults...................................................................126 ARTICLE XI TERMINATION Section 11.01 Termination..........................................................................127 Section 11.02 Seller's Right to Seller's Yield Absolute............................................129 Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses................................130 ARTICLE XIII [RESERVED] -iv-
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[Enlarge/Download Table] PAGE ---- ARTICLE XIV MISCELLANEOUS PROVISIONS Section 14.01 Acts of Noteholders..................................................................132 Section 14.02 Amendment............................................................................132 Section 14.03 Recordation of Agreement.............................................................133 Section 14.04 Duration of Agreement................................................................133 Section 14.05 Governing Law........................................................................133 Section 14.06 Notices..............................................................................133 Section 14.07 Severability of Provisions...........................................................135 Section 14.08 No Partnership.......................................................................135 Section 14.09 Counterparts.........................................................................135 Section 14.10 Successors and Assigns...............................................................135 Section 14.11 Headings.............................................................................135 Section 14.12 The Note Insurer.....................................................................135 Section 14.13 Paying Agent.........................................................................136 Section 14.14 Actions of Securityholders...........................................................136 Section 14.15 Grant of Security Interest...........................................................137 Section 14.16 Limitation of Liability..............................................................138 -v-
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EXHIBIT A CONTENTS OF MORTGAGE FILE EXHIBIT B [RESERVED] EXHIBIT C PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT EXHIBIT D [RESERVED] EXHIBIT E [RESERVED] EXHIBIT E(1) [RESERVED] EXHIBIT F FORM OF INDENTURE TRUSTEE INITIAL CERTIFICATION EXHIBIT F-1 FORM OF INDENTURE TRUSTEE INTERIM CERTIFICATION EXHIBIT G FORM OF INDENTURE TRUSTEE FINAL CERTIFICATION EXHIBIT H-1 MORTGAGE LOAN SCHEDULE FOR GROUP 1 EXHIBIT H-2 MORTGAGE LOAN SCHEDULE FOR GROUP 2 EXHIBIT I REQUEST FOR RELEASE OF DOCUMENTS EXHIBIT J [RESERVED] EXHIBIT K SPECIAL POWER OF ATTORNEY EXHIBIT L [RESERVED] EXHIBIT M FORM OF LIQUIDATION REPORT EXHIBIT N FORM OF DELINQUENCY REPORT EXHIBIT O NOTE INSURANCE POLICY EXHIBIT P [RESERVED] EXHIBIT Q FORM OF SERVICER'S MONTHLY REMITTANCE REPORT TO TRUSTEE EXHIBIT R PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE EXHIBIT S MORTGAGE LOANS 30 OR MORE DAYS DELINQUENT EXHIBIT T SUBSEQUENT TRANSFER INSTRUMENT EXHIBIT U FORM OF ADDITION NOTICE EXHIBIT V SCHEDULE OF MORTGAGE LOANS WITH LOST NOTE AFFIDAVITS EXHIBIT W LOST NOTE AFFIDAVIT -vi-
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Sale and Servicing Agreement dated as of June 1, 2000, among AFC Trust Series 2000-2 (the "Issuer" or the "Trust"), Superior Bank FSB, as seller (the "Seller") and servicer (the "Servicer"), and LaSalle Bank National Association, as indenture trustee (the "Indenture Trustee"). PRELIMINARY STATEMENT In order to facilitate the purchase of certain Mortgage Loans by the Issuer from the Seller and in order to facilitate the servicing of such Mortgage Loans by the Servicer, the Servicer and the Seller are entering into this Agreement with the Issuer which sets forth the terms and conditions pursuant to which the Issuer will purchase the Mortgage Loans and the Servicer will service the Mortgage Loans. The parties hereto, in consideration of the mutual covenants herein contained agree as follows: [Intentionally Left Blank] -1-
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ARTICLE I DEFINITIONS Whenever used in this Agreement, including the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the following meanings. This Agreement relates to the AFC Mortgage Loan Asset Backed Notes, Series 2000-2, Class 1A and Class 2A secured by the Trust Estate consisting of Group 1 and Group 2. All calculations of interest pursuant to this Agreement, unless otherwise specified, are based on the actual number of days elapsed in the Accrual Period and a 360-day year. ACCOUNT: Any of the Note Distribution Accounts, Trustee Expense Accounts, Interest Coverage Accounts, Reserve Account, Principal and Interest Accounts or Pre-Funding Accounts established by the Indenture Trustee and held in trust by the Indenture Trustee for the Noteholders and the Note Insurer. The Indenture Trustee's obligation to establish and maintain the Accounts is not delegable, except with respect to the Principal and Interest Accounts. ACCRUAL PERIOD: With respect to the Class 1A and Class 2A Notes and with respect to any Payment Date other than the July 2000 Payment Date, the period commencing on the immediately preceding Payment Date and ending on the day immediately preceding such Payment Date. With respect to the July 2000 Payment Date, the period commencing on the Closing Date and ending on the day immediately preceding the July 2000 Payment Date. ADDITION NOTICE: With respect to the transfer of Subsequent Mortgage Loans to the Trust pursuant to Section 2.10 of this Agreement, a notice, substantially in the form of Exhibit U, which shall be given not later than two Business Days prior to the related Subsequent Transfer Date, of the Seller's designation of Subsequent Mortgage Loans to be sold to the Trust and the aggregate principal balance of such Subsequent Mortgage Loans. ADDITIONAL PRINCIPAL: With respect to the Class 1A or Class 2A Notes and any Payment Date, an amount equal to the amount necessary to reduce the related Class 1A or Class 2A Note Principal Balance so that the Overcollateralization Amount for both Groups equals the aggregate Required Overcollateralization Amount. ADJUSTMENT DATE: With respect to each Group 2 Mortgage Loan, a date on which the Mortgage Rate may adjust, as provided in the related Mortgage Note. ADMINISTRATION AGREEMENT: The Administration Agreement dated as of June 1, 2000, between the Issuer and Superior Bank FSB, as administrator, and acknowledged by the Indenture Trustee. ADMINISTRATOR: The Administrator under the Administration Agreement which initially shall be Superior Bank FSB. -2-
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AFFILIATE: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, "control" means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. AGREEMENT: This Sale and Servicing Agreement and all amendments hereof and supplements hereto. AMOUNT AVAILABLE: With respect to each Group and for a particular Payment Date, the sum of (i) the Available Remittance Amount for such Group (reduced by the related Monthly Premium to be paid to the Note Insurer pursuant to Section 6.04), (ii) the Excess Spread with respect to such Group for such Payment Date, (iii) if an Available Funds Shortfall exists in such Group, (a) first, the Net Excess Spread from the other Group, to the extent of such Available Funds Shortfall and (b) second, the Excess Principal from the other Group, to the extent of any remaining Available Funds Shortfall, (iv) any amounts required to be deposited in the related Note Distribution Account pursuant to Section 6.14(c) and (v) any Insured Payments with respect to such Group. AMOUNTS HELD FOR FUTURE DISTRIBUTION: With respect to any Group and as to any Payment Date, the aggregate amount held in the Principal and Interest Account with respect to such Group on account of all Monthly Payments, or portions thereof, received in respect of scheduled principal and interest due after the Due Period related to such Payment Date for application on the scheduled Due Date at the request of the Mortgagor. ANNUAL TRUSTEE EXPENSE AMOUNT: As of each Payment Date, with respect to each Mortgage Loan, an amount equal to one-twelfth of the product of 0.012% multiplied by the related Principal Balance. APPRAISED VALUE: The appraised value of the Mortgaged Property based upon the appraisal made by or for the originator at the time of the origination of the related Mortgage Loan, or the sales price of the Mortgaged Property at the time of such origination, whichever is less. ASSIGNMENT OF LEASES: With respect to any Mortgaged Property related to the Multifamily Loans, Mixed Use Loans and Commercial Loans, any assignment of leases, rents and profits or similar document or instrument executed by the related Mortgagor in connection with the origination of the related Multifamily Loan, Mixed Use Loan or Commercial Loan assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property. ASSIGNMENT OF MORTGAGE: With respect to each Mortgage Loan, an assignment of the Mortgage, notice of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the -3-
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Mortgage to the Issuer and the pledge thereof to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer. AUTHORIZED DENOMINATIONS: Each of the Class 1A and Class 2A Notes are issuable only in the minimum Percentage Interest corresponding to a minimum denomination of $100,000 or integral multiples of $1,000 in excess thereof (except that a single Certificate for each of the Class 1A and Class 2A Notes may be issued in a different amount which is less than the related minimum dollar denomination). AUTHORIZED OFFICER: With respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter), or any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer. AVAILABLE FUNDS CAP CARRY-FORWARD AMOUNT: With respect to a Class of Notes and any Payment Date up to and including (but not after) the Payment Date on which the related Note Principal Balance is reduced to zero, an amount equal to the sum of (i) the excess, if any, of (x) the related Class Interest Remittance Amount for the immediately preceding Payment Date calculated pursuant to clause (i)(a) of the related definition of Note Interest Rate over (y) the Class A Interest Remittance Amount with respect to such Class of Notes for the immediately preceding Payment Date calculated pursuant to clause (ii) of the related definition of Note Interest Rate, (ii) the amount of any Available Funds Cap Carry-Forward Amount for such preceding Payment Date to the extent not distributed to the related Noteholders on such preceding Payment Date and (iii) interest accrued on the amounts described in clauses (i) and (ii) above during the Accrual Period for the current Payment Date at the Note Interest Rate for such Payment Date. AVAILABLE FUNDS CAP RATE: With respect to a Class of Notes and any Payment Date, the annualized percentage derived from the fraction (which shall not be greater than one) the numerator of which is the positive difference between (1) the sum of (a) all interest collected and advanced on the Mortgage Loans in the related Group during the related Due Period, (b) amounts withdrawn from the related Interest Coverage Account for that Payment Date and (c) with respect to the Class 1A Notes only, the amounts collected on the Permanent Buydown Companion Loans during the related Due Period, and (2) the sum of (a) the aggregate Servicing Fee with respect to the related Group for such Payment Date, (b) the Monthly Premium payable to the Note Insurer with respect to the related Group, (c) the Annual Trustee Expense Amount with respect to the related Group and (d) commencing on the seventh Payment Date following the Closing Date, (i) with respect to the Class 1A Notes, 0.75% per annum based on the Class 1A Note Principal Balance and (ii) with respect to the Class 2A Notes, 0.50% per annum based on the Class 2A Note Principal Balance, and the denominator of which is the Note Principal Balance of such Class immediately prior to such Payment Date. -4-
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AVAILABLE FUNDS SHORTFALL: With respect to any Group and for a particular Payment Date, the amount by which the Available Remittance Amount plus Excess Spread for such Group is less than the Required Payments (other than in respect of the Class A Principal Remittance Amount after the related Cross-over Date) for such Group. AVAILABLE REMITTANCE AMOUNT: With respect to each Group and Payment Date, the sum of the following: (i) the sum of all amounts described in clauses (i) through (vii), inclusive, of Section 5.03 received by the Seller, Servicer or any Subservicer (including any amounts paid by the Servicer or the Seller and excluding, the Seller's Yield, any Excess Spread with respect to the related Group, any related Amounts Held for Future Distribution, any amounts not required to be deposited in the related Principal and Interest Accounts pursuant to Section 5.03 and any amounts withdrawn by the Servicer pursuant to Section 5.04(ii), (iii), (v) and (vi) as of the related Determination Date) during the related Due Period and deposited into the related Note Distribution Account as of the related Determination Date, (ii) the amount of any Monthly Advances and Compensating Interest payments with respect to the related Group remitted by the Servicer for such Payment Date, (iii) with respect to the final Payment Date in connection with the purchase of all the Mortgage Loans and REO Properties by the Servicer or Note Insurer, the Termination Price remitted by the Servicer, (iv) the amount of any Interest Coverage Additions with respect to the related Group for such Payment Date and (vi) any amounts paid from the related Cap Agreement, if any. No amount included in the computation of the Available Remittance Amount with respect to any Payment Date by virtue of being described by any component of the definition thereof shall be included more than once by virtue of also being described by any other component or otherwise. BALLOON MORTGAGE LOAN: Any Mortgage Loan that provided on the date of origination for an amortization schedule extending beyond its stated maturity date. BALLOON PAYMENT: With respect to any Balloon Mortgage Loan, as of any date of determination, the Monthly Payment payable on the stated maturity date of such Mortgage Loan. BASIC DOCUMENTS: The Trust Agreement, the Certificate of Trust, the Indenture, the Sale and Servicing Agreement, the Insurance Agreement, the Administration Agreement, the Class 1A Cap Agreement, the Class 2A Cap Agreement, the Class 1A Assignment Agreement, the Class 2A Assignment Agreement, the Indemnification Agreement and the other documents and certificates delivered in connection with any of the above. BENEFICIAL OWNER: With respect to any Note, the Person who is the beneficial owner of such Note as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). BOOK-ENTRY NOTE: Any Class 1A or Class 2A Note registered in the name of the Depository or its nominee. -5-
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BUSINESS DAY: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the States of New York, Illinois or New Jersey are authorized or obligated by law or executive order to be closed; provided, however, that the Servicer shall provide the Indenture Trustee with a list of dates on which banking institutions in the State of New Jersey are authorized or obligated by law or executive order to be closed and such list shall be revised annually thereafter and delivered to the Indenture Trustee prior to the expiration of the most recent list provided. Failure to provide such list shall not constitute an Event of Servicer Default; provided that the Indenture Trustee may rely on the most recently delivered list without further investigation. BUSINESS TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Codess.ss.3801 et seq., as the same may be amended from time to time. CAP AGREEMENTS: Collectively, the Class 1A Cap Agreement and the Class 2A Cap Agreement. CERCLA: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. CERTIFICATE or TRUST CERTIFICATE: Any AFC Trust Certificate, Series 2000- 2 evidencing the beneficial ownership interest in the Issuer and executed by the Owner Trustee in substantially the form set forth in Exhibit A to the Trust Agreement. CERTIFICATE DISTRIBUTION ACCOUNT: The account or accounts created and maintained pursuant to Section 3.10(c) of the Trust Agreement. The Certificate Distribution Account shall be an Eligible Account. CERTIFICATE PAYING AGENT: The meaning specified in Section 3.10 of the Trust Agreement. CERTIFICATE PERCENTAGE INTEREST: With respect to each Certificate, the Certificate Percentage Interest on the face thereof. CERTIFICATE REGISTER: The register maintained by the Certificate Registrar in which the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates. CERTIFICATE REGISTRAR: Initially, the Indenture Trustee, in its capacity as Certificate Registrar, or any successor to the Indenture Trustee in such capacity. CERTIFICATE OF TRUST: The Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Business Trust Statute. -6-
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CERTIFICATEHOLDER: The Person in whose name a Certificate is registered in the Certificate Register. Owners of Certificates that have been pledged in good faith may be regarded as Holders if the pledgee establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Issuer, any other obligor upon the Certificates or any Affiliate of any of the foregoing Persons CLASS: Collectively, Notes or Certificates bearing the same numerical or alphabetical designation. CLASS PERCENTAGE: With respect to any Class 1A or Class 2A Note and any Payment Date, the percentage obtained by dividing (i) the amount determined pursuant to clause (c) of the definition of Class A Principal Remittance Amount for such Class 1A or Class 2A Note on such Payment Date, by (ii) the sum of the amounts determined pursuant to clause (c) of the definition of Class A Principal Remittance Amounts for all Class 1A or 2A Notes, as the case may be, on such Payment Date. CLASS 1A ASSIGNMENT AGREEMENT: The assignment and assumption agreement among the Seller, Morgan Guaranty Trust Company of New York and the Issuer dated June 29, 2000. CLASS 1A CAP AGREEMENT: The Confirmation and related ISDA Master Agreement, Schedule and Credit Support Annex each dated June 29, 2000, between the Seller and Morgan Guaranty Trust Company of New York. CLASS 1A NOTEHOLDER: A Holder of a Class 1A Note. CLASS 1A INTEREST REMITTANCE AMOUNT: As to any Payment Date, the interest accrued at the Class 1A Note Interest Rate for the related Accrual Period on the Class 1A Note Principal Balance immediately prior to such Payment Date. CLASS 1A MAJORITY NOTEHOLDERS: The Holder or Holders of Class 1A Notes possessing Voting Rights in excess of 50% in the aggregate. CLASS 1A NOTE INTEREST RATE: As to any Payment Date, the lesser of (i) the lesser of (a) One-Month LIBOR plus 0.39% per annum and (b) 11.1% per annum and (ii) the Available Funds Cap Rate for the Class 1A Notes; provided, however, that on any Payment Date on which the Servicer does not exercise its option to purchase the Mortgage Loans and REO Properties pursuant to Section 11.01, the rate provided in clause (i)(a) will be One-Month LIBOR plus 0.79% per annum. CLASS 1A NOTE PRINCIPAL BALANCE: With respect to the Class 1A Notes and as of any date of determination, the Original Class 1A Note Principal Balance reduced by the sum of (A) all amounts (including that portion of Insured Payments, if any, made in respect of principal) previously distributed to the Class 1A Noteholders in respect of principal on all previous Payment -7-
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Dates on account of amounts described in clauses (a) or (b)(i) or each of clauses (c)(i) through (iv), inclusive, and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in respect of principal not previously covered by an Insured Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount or amounts described in the last sentence of the definition of Class A Principal Remittance Amount, (B) all amounts previously distributed to the Class 1A Noteholders in respect of principal pursuant to Section 6.06(c)(A)(X)(iv) and (C) all amounts previously distributed to the Class 1A Noteholders pursuant to the last paragraph of Section 6.06(c). CLASS 1A REMITTANCE AMOUNT: As of any Payment Date, the Class A Remittance Amount with respect to the Class 1A Notes. CLASS 2A ASSIGNMENT AGREEMENT: The assignment and assumption agreement among the Seller, National Westminster Bank Plc and the Issuer dated June 29, 2000. CLASS 2A CAP AGREEMENT: The Confirmation and related ISDA Master Agreement, Schedule and Credit Support Annex each dated June 29, 2000 between the Seller and National Westminster Bank Plc. CLASS 2A NOTEHOLDER: A Holder of a Class 2A Note. CLASS 2A NOTE: A Note denominated as a Class 2A Note. CLASS 2A INTEREST REMITTANCE AMOUNT: As to any Payment Date, the interest accrued at the Class 2A Note Interest Rate for the related Accrual Period on the Class 2A Note Principal Balance immediately prior to such Payment Date. CLASS 2A MAJORITY NOTEHOLDERS: The Holder or Holders of Class 2A Notes possessing Voting Rights in excess of 50% in the aggregate. CLASS 2A NOTE INTEREST RATE: As to any Payment Date, the lesser of (i) the lesser of (a) One-Month LIBOR plus 0.30% per annum, and (b) 15.5% per annum, and (ii) the Available Funds Cap Rate for the Class 2A Notes; provided, however, that on any Payment Date on which the Servicer does not exercise its right to purchase Mortgage Loans and REO Properties pursuant to Section 11.01, the rate provided in clause (i)(a) will be One-Month LIBOR plus 0.70%. CLASS 2A NOTE PRINCIPAL BALANCE: With respect to the Class 2A Notes and as of any date of determination, the Original Class 2A Note Principal Balance reduced by the sum of (A) all amounts (including that portion of Insured Payments, if any, made in respect of principal) previously distributed to the Class 2A Noteholders in respect of principal on all previous Payment Dates on account of amounts described in clauses (a) or (b)(i) or each of clauses (c)(i) through (iv), inclusive, and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in respect of principal not previously covered by an Insured Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount or amounts described in the last sentence of the definition of Class A Principal Remittance Amount, (B) all amounts previously distributed to the Class 2A Noteholders -8-
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in respect of principal pursuant to Section 6.06(c)(B)(X)(iv) and (C) all amounts previously distributed to the Class 2A Noteholders pursuant to the last paragraph of Section 6.06(c). CLASS 2A REMITTANCE AMOUNT: As of any Payment Date, the Class A Remittance Amount with respect to the Class 2A Notes. CLASS A CARRY-FORWARD AMOUNT: With respect to either the Class 1A or Class 2A Notes and as to any Payment Date, the sum of (i) the amount, if any, by which (x) the related Class 1A or Class 2A Remittance Amount as of the immediately preceding Payment Date exceeded (y) the amount of the actual distribution, exclusive of any related Insured Payments made to the related Classes of Class A Noteholders, made pursuant to Sections 6.06(c)(A)(X)(i) and (ii) or pursuant to 6.06(c)(A)(Y)(i) and (ii), with respect to Group 1, or pursuant to Sections 6.06(c)(B)(X)(i) and (ii) or pursuant to Sections 6.06(c)(B)(Y)(i) and (ii), with respect to Group 2, on such immediately preceding Payment Date and (ii) interest on the amount, if any, described in clause (i) above, to the extent that the amount in clause (i) represents Insured Payments made by the Note Insurer, at the Late Payment Rate specified in the Insurance Agreement. CLASS A NOTE: A note denominated as a Class 1A or Class 2A Note. CLASS A NOTEHOLDER: A Holder of a Class 1A Note or a Class 2A Note. CLASS A INTEREST REMITTANCE AMOUNT: Any of the Class 1A Interest Remittance Amount or the Class 2A Interest Remittance Amount. CLASS A PRINCIPAL REMITTANCE AMOUNT: With respect to any Payment Date (other than the Payment Date described in the next succeeding sentence), the amount required to be distributed on such Payment Date from available funds in respect of any Class of Class A Notes, such amount being equal to the least of (a) if such Payment Date is prior to the Cross-Over Date, that amount required for the Overcollateralization Amount to reach the Required Overcollateralization Amount with respect to the related Group, or thereafter, to maintain such Required Overcollateralization Amount on such Payment Date, (b) the sum of (i) the related Class A Note Principal Balance immediately prior to such Payment Date and (ii) the amounts described in clauses (c)(v) (to the extent the amount in clause (c)(v) represents prior Insured Payments made by the Note Insurer with respect to the related Group or interest accrued thereon in accordance with the definition of Class A Carry-Forward Amount) and (c)(vii) below and (c) the sum of the following amounts with respect to the related Group (i) each payment of principal received by the Servicer or any Sub-Servicer (exclusive of Curtailments, Principal Prepayments, the principal portion of Amounts Held for Future Distribution, the principal portion of Deferred Payments, the payments received on the Permanent Buydown Companion Loans in the related Group, if any, and amounts described in clause (c)(iii) hereof) during the related Due Period, including any Excess Payments; (ii) all Curtailments and all Principal Prepayments received by the Servicer during such related Due Period; (iii) the principal portion of all Insurance Proceeds, Released Mortgaged Property Proceeds and Net Liquidation Proceeds received during the related Due Period; (iv) an amount equal to the -9-
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Unrecovered Class A Portion with respect to such Group; (v) the Class A Carry-Forward Amount with respect to such Group; (vi) (a) that portion of the purchase price (as indicated in Section 2.05(b)) actually received by the Indenture Trustee of any repurchased Mortgage Loan with respect to such Group which represents principal and (b) the principal portion of any Substitution Adjustments deposited in the Principal and Interest Account with respect to such Group as of the related Determination Date and (vii) any amounts recovered from the Class 1A or Class 2A Noteholders during the related Due Period that constituted a Monthly Payment on a related Mortgage Loan or an Advance with respect to such Group that was recovered as a Preference Amount by a trustee in bankruptcy pursuant to the United States Bankruptcy Code in accordance with a Final Order. As to the final Payment Date in connection with the purchase by the Servicer of all the Mortgage Loans and REO Properties pursuant to Section 11.01, the amount of principal required to be distributed on such Payment Date from available funds in respect of the related Class A Notes, shall be equal to the amount described in clause (b) of the immediately preceding sentence with respect to such Payment Date. CLASS A REMITTANCE AMOUNT: For any Class of Class A Notes and as to any Payment Date, an amount equal to the sum of (i) the related Class A Principal Remittance Amount and (ii) the related Class A Interest Remittance Amount. CLOSING DATE: June 29, 2000. CODE: The Internal Revenue Code of 1986, as amended. COLLATERAL: As defined in the Granting Clause of the Indenture. COMBINED LOAN-TO-VALUE RATIO OR CLTV: With respect to any Group 1 Mortgage Loan, the sum of the original principal balance of such Group 1 Mortgage Loan and the outstanding principal balance of any related First Lien as of the date of origination of the Group 1 Mortgage Loan, divided by the lesser of (i) the value of the related Mortgaged Property based upon the appraisal made at the origination of the Group 1 Mortgage Loan or (ii) the purchase price of the Mortgaged Property if the Group 1 Mortgage Loan proceeds are used to purchase the Mortgaged Property. COMMERCIAL LOAN: Any Group 1 Mortgage Loan which is secured by a Commercial Property. COMMERCIAL PROPERTY: With respect to the Group 1 Mortgage Loans, a property which consists of a commercial structure. COMPENSATING INTEREST: As defined in Section 6.10. CORPORATE TRUST OFFICE: With respect to the Indenture Trustee, Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal corporate trust office of the -10-
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Indenture Trustee and Note Registrar at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this instrument is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60683, Attention: Corporate Trust Administration, AFC Trust Series 2000-2. With respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Trust Agreement is located at Rodney Square North, 1100 North Market Square, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, AFC Trust 2000-2. CROSS-OVER DATE: The date on and after which the Subordinated Amount is reduced to zero. CUMULATIVE LOSS PERCENTAGE: As of any Payment Date and with respect to either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, the percentage equivalent of the fraction obtained by dividing (i) the aggregate amount of Realized Losses as of the last day of the immediately preceding calendar month for the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as the case may be, by (ii) for the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as the case may be, the sum of (a) the Original Group 1 Principal Balance or the Original Group 2 Principal Balance, as the case may be and (b) the applicable Original Pre-Funded Amount. CUMULATIVE LOSSES: As of any date of determination and Group, the aggregate Realized Losses for such Group from and after the Closing Date for all Due Periods since the Cut-off Date. CURTAILMENT: With respect to a Mortgage Loan, any payment of principal received during a Due Period as part of a payment that is in excess of four times the amount of the Monthly Payment due for such Due Period and which is not intended to satisfy the Mortgage Loan in full, nor is intended to cure a delinquency. CUSTODIAL AGREEMENT: The agreement for the retention of the Trustee's Mortgage Files in form and substance acceptable to the Issuer, the Indenture Trustee and the Note Insurer. CUSTODIAN: The custodian appointed pursuant to a Custodial Agreement and Section 6.12 of the Indenture, which is not affiliated with the Servicer or the Seller which initially shall be LaSalle Bank National Association. CUT-OFF DATE: June 1, 2000. CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Initial Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of the close of business on the Cut-off Date after deducting all payments of principal due or deferred on or prior to such date. -11-
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DEFERRED INTEREST AMOUNT: With respect to a Group and any Payment Date after the September 25, 2000 Payment Date, that amount of interest that will accrue during the period of deferment on the principal balance of each related Deferred Payment Loan that would otherwise be due after September 25, 2000. DEFERRED PAYMENT LOAN: Any Mortgage Loan as to which the Mortgagor, at origination, elected, in accordance with the terms of the related Mortgage Note, to defer the first two payments due thereunder. DEFERRED PAYMENT: With respect to any Deferred Payment Loan, the aggregate amount of principal and interest deferred pursuant to the terms of such loan. DEFICIENCY AMOUNT: Means (a) for any Payment Date, the excess of (i) the sum of the Class 1A Interest Remittance Amount and the Class 2A Interest Remittance Amount over (ii) the funds on deposit in the Note Distribution Accounts available to the distributed to the Noteholders as the Class 1A Interest Remittance Amount and the Class 2A Interest Remittance Amount on such Payment Date, (b) for any Payment Date, the excess of (i) the sum of (A) the Class 1A Note Principal Balance, after giving effect to all distributions of principal on the Class 1A Notes on such Payment Date and (B) the Class 2A Note Principal Balance, after giving effect to all distributions of principal on the Class 2A Notes on such Payment Date over (ii) the sum of (A) the Group 1 Principal Balance as of the end of the related Due Period and (B) the Group 2 Principal Balance as of the end of the related Due Period and (c) on the Final Scheduled Payment Date, any shortfall in the amounts on deposit in the Note Distribution Accounts available to pay the sum of (i) the Class 1A Note Principal Balance after giving effect to all principal distributions to be made on the Final Scheduled Payment Date and (ii) the Class 2A Note Principal Balance after giving effect to all principal distributions to be made on the Final Scheduled Payment Date. DEFINITIVE NOTES: As defined in Section 4.06 of the Indenture. DELETED MORTGAGE LOAN: A Mortgage Loan replaced by a Qualified Substitute Mortgage Loan. DELINQUENCY AMOUNT: For each Group and any Payment Date, the product of the Delinquency Percentage and the related Group Principal Balance as of the last day of the month immediately preceding the month in which such Payment Date occurs. DELINQUENCY PERCENTAGE: For each Group and any Payment Date, a fraction expressed as a percentage, the numerator of which is (x) the sum of the aggregate Principal Balances of all Mortgage Loans which are (i) 90 days or more Delinquent (without regard to any extension of the Due Date on any Mortgage Loan by the Servicer pursuant to Section 5.12(a) of this Agreement), (ii) Mortgage Loans in bankruptcy and 90 or more days Delinquent under the Mortgage Note, (iii) Mortgage Loans in foreclosure plus (iv) Mortgage Loans relating to REO Properties and -12-
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the denominator of which is (y) the Group Principal Balance as of the last day of the month immediately preceding the month in which such Payment Date occurs. DELINQUENT: A Mortgage Loan is delinquent if any payment due thereon is not made by the close of business on the Due Date. A Mortgage Loan is "30 days delinquent" if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the close of business on the last day of such immediately succeeding month. Similarly for "60 days delinquent," "90 days delinquent" and so on. DEPOSITORY: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Class 1A and Class 2A Notes. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(5) of the Uniform Commercial Code of the State of New York. DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. DETERMINATION DATE: The 20th day of each month (or if such day is not a Business Day, the immediately following Business Day but in no event fewer than three Business Days prior to the Payment Date immediately following such 20th day). DUE DATE: The day of the month on which the Monthly Payment is due from the Mortgagor on a Mortgage Loan. DUE PERIOD: With respect to each Payment Date, the period commencing on the second day of the month immediately preceding the month in which such Payment Date occurs and ending on the first day of the month in which such Payment Date occurs. ELIGIBLE ACCOUNT: Either (A) a segregated account or accounts maintained with an institution whose deposits are insured by and held up to the limits insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the FDIC, the unsecured and uncollateralized debt obligations of which shall be rated "AA" or better by S&P and Aa2 or better by Moody's and in the highest short-term rating category by S&P and the highest short term rating category by Moody's, and which is either (i) a federal savings and loan association duly organized, validly existing and in good standing under the federal banking laws, (ii) an institution duly organized, validly existing and in good standing under the applicable banking laws of any state, (iii) a national banking association duly organized, validly existing and in good standing under the federal banking laws, (iv) a principal subsidiary of a bank holding company, or (v) approved in writing by the Note Insurer and the Rating Agencies or (B) a trust account or accounts (which shall be a "special deposit account") maintained with the trust department of a federal or state chartered depository institution -13-
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or trust company, having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity. Any Eligible Accounts maintained with the Trustee shall conform to the preceding clause (B). ERISA: Employee Retirement Income Security Act of 1974, as amended. EVENT OF DEFAULT: As described in Section 5.01 of the Indenture. EVENT OF SERVICER DEFAULT: As described in Section 10.01. EVENT OF NONPAYMENT: An event of nonpayment shall occur with respect to each Group and with respect to any Payment Date if (i) on or prior to the related Cross-Over Date, the amounts remitted by the Servicer and available to the Indenture Trustee pursuant to Sections 5.04(i), 6.05(e), 6.09 and 6.10 (to the extent not included in 5.04(i)) for deposit in the related Note Distribution Account that are not subject to an automatic stay under Section 362 of the United States Bankruptcy Code pursuant to an order of a United States bankruptcy court of competent jurisdiction, plus the amount of any Net Excess Spread from the other Group, plus the amount of any Excess Principal from the other Group, plus the amount to be paid pursuant to the last paragraph of Section 6.06(c) (if any), will not, taken together, be sufficient to pay the sum of (x) all of the related Class A Remittance Amount (exclusive of any related Class A Carry-Forward Amount representing amounts previously paid to the related Class A Noteholders as Insured Payments, or representing interest accrued in respect of such Insured Payments) and (y) the related Monthly Premium to be withdrawn from the related Note Distribution Account to be paid to the Note Insurer pursuant to Section 6.02(i) in respect of such Payment Date, or (ii) after the related Cross-Over Date, the related Available Remittance Amount remitted by the Servicer to the Indenture Trustee pursuant to Section 5.04(i) plus that additional portion of the Amount Available constituting Excess Spread available to pay the related Class A Interest Remittance Amount pursuant to Section 6.06(c)(A)(Y)(i) with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with respect to Group 2, the amounts remitted by the Servicer to the Indenture Trustee pursuant to Sections 6.05(e), 6.09 and 6.10 (to the extent not included in Section 5.04(i)) for deposit in the related Note Distribution Account that are not subject to an automatic stay under Section 362 of the United States Bankruptcy Code pursuant to an order of a United States bankruptcy court of competent jurisdiction, will not, taken together, be sufficient to pay the sum of (x) all of the related Class A Remittance Amount (exclusive of any related Class A Carry-Forward Amount representing amounts previously paid to the related Class A Noteholders, as Insured Payments, or representing interest accrued in respect of such Insured Payments) and (y) the related Monthly Premium to be withdrawn from the related Note Distribution Account to be paid to the Note Insurer pursuant to Section 6.02(i) in respect of such Payment Date, or (iii) the sum of all Realized Losses with respect to such Group since the Closing Date exceeds 75% of the related Subordinated Amount as of September 25, 2000. EXCESS OVERCOLLATERALIZATION AMOUNT: With respect to any Payment Date, for any Group the related Mortgage Loans of which (other than any Permanent Buydown Companion Loans) have been paid in full or liquidated during the immediately preceding Due -14-
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Period, the amount by which the Overcollateralization Amount for that group immediately preceding such Due Period exceeded the Required Overcollateralization Amount for that Group, determined without taking into account the overcollateralization amount required by the Note Insurer for the Groups in the aggregate. EXCESS PAYMENTS: With respect to a Due Period, any principal amounts received on a Mortgage Loan in excess of the principal amount included in the Monthly Payment due on the Due Date in such Due Period which does not constitute either a Curtailment or a Principal Prepayment. EXCESS PRINCIPAL: With respect to any Group and for a particular Payment Date, the excess, if any, of (a) the amount described in the related definition of Class A Principal Remittance Amount without giving effect to clauses (a) and (b) thereof over (b) the amount described in the related definition of Class A Principal Remittance Amount after giving effect to clauses (a) and (b) thereof. EXCESS PROCEEDS: With respect to any Mortgage Loan (including a Mortgage Loan as to which the related Mortgaged Property has become an REO Property) that became a Liquidated Mortgage Loan during any Due Period, the excess, if any, of (a) the total Net Liquidation Proceeds received in respect thereof during such Due Period, over (b) the Principal Balance of such Mortgage Loan as of the date such Mortgage Loan became a Liquidated Mortgage Loan plus interest thereon at the Mortgage Rate from the date through which interest was last paid by the Mortgagor or advanced by the Servicer to but not including the Due Date in such Due Period. EXCESS SPREAD: With respect to Group 1 and for a particular Payment Date, an amount equal to the excess of (a) the sum of (i) all payments received or advanced on account of interest on the Group 1 Mortgage Loans during the related Due Period, (ii) amounts withdrawn from the Group 1 Interest Coverage Account and deposited into the Group 1 Note Distribution Account for such Payment Date and (iii) all payments received during the related Due Period with respect to the Permanent Buydown Companion Loans in Group 1 over (b) the sum of (i) the Class 1A Interest Remittance Amount for such Payment Date, (ii) the Annual Trustee Expense Amount with respect to Group 1 for such Payment Date, (iii) the Monthly Premium with respect to Group 1 for such Payment Date and (iv) the Servicing Fee with respect to Group 1 for such Payment Date. With respect to Group 2 and for a particular Payment Date, an amount equal to the excess of (a) sum of (i) all payments received or advanced on account of interest on the Group 2 Mortgage Loans during the related Due Period and (ii) amounts withdrawn from the Group 2 Interest Coverage Account for such Payment Date over (b) the sum of (i) the Class 2A Interest Remittance Amount for such Payment Date, (ii) the Annual Trustee Expense Amount with respect to Group 2 for such Payment Date, (iii) the Monthly Premium with respect to Group 2 for such Payment Date and (iv) the Servicing Fee with respect to Group 2 for such Payment Date. -15-
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FANNIE MAE: Fannie Mae, formerly known as the Federal National Mortgage Association, and any successor thereto. FDIC: The Federal Deposit Insurance Corporation and any successor thereto. FIDELITY BOND: As described in Section 5.09. FINAL ORDER: As defined in Section 6.06(b). FINAL SCHEDULED PAYMENT DATE: June 25, 2030. FIRST LIEN: With respect to any Group 1 Mortgage Loan which is secured by a second priority lien, the Mortgage Loan relating to the corresponding Mortgaged Property having a first priority lien. FITCH: Fitch Inc. or any successor thereto. FREDDIE MAC: Freddie Mac, formerly known as the Federal Home Loan Corporation, and any successor thereto. FUNDING PERIOD: With respect to each Group, the period beginning on the Closing Date and ending on the earlier of the date on which (a) the amount on deposit in the related Pre-Funding Account is zero or (b) the close of business on September 21, 2000. GRANT: Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Trust Estate or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. GROSS MARGIN: With respect to each Group 2 Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the related Index to determine the Mortgage Rate on each Adjustment Date, and which is set forth in the related Mortgage Loan Schedule. GROUP: Either Group 1 or Group 2. -16-
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GROUP PRINCIPAL BALANCE: Either the Group 1 Principal Balance or the Group 2 Principal Balance. GROUP 1: (i) the Group 1 Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto and all proceeds thereof, (ii) such assets as from time to time are identified as REO Property with respect to Group 1 or are deposited, with respect to Group 1 in the Group 1 Note Distribution Account, Group 1 Trustee Expense Account, Group 1 Interest Coverage Account, the Group 1 Pre-Funding Account or the Group 1 Principal and Interest Account, including any amounts on deposit in the foregoing accounts and invested in Permitted Instruments, (iii) the Indenture Trustee's rights under all insurance policies with respect to the Group 1 Mortgage Loans required to be maintained pursuant to this Agreement and any Insurance Proceeds with respect thereto, (iv) Insured Payments under the Note Insurance Policy related to Group 1, (v) Liquidation Proceeds with respect to Group 1 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 1 Mortgage Loans. The Seller's Yield and amounts received after the Cut-off Date in the case of Group 1 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case of Group 1 Subsequent Mortgage Loans, in respect of interest accrued on the Group 1 Mortgage Loans on or prior to the Cut-off Date, or a Subsequent Cut-off Date, as the case may be, do not constitute a part of Group 1. GROUP 1 FUNDING PERIOD: The Funding Period with respect to Group 1. GROUP 1 INITIAL MORTGAGE LOAN: The Initial Mortgage Loans with respect to Group 1. GROUP 1 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with respect to Group 1. GROUP 1 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement included in Group 1. GROUP 1 NOTE DISTRIBUTION ACCOUNT: The Note Distribution Account with respect to Group 1. GROUP 1 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to Group 1. GROUP 1 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest Account with respect to Group 1. GROUP 1 PRINCIPAL BALANCE: As of any date of determination, the aggregate Principal Balances of the Group 1 Mortgage Loans other than the Permanent Buydown Companion Loans in Group 1. -17-
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GROUP 1 SUBSEQUENT MORTGAGE LOAN: A Group 1 Mortgage Loan assigned and transferred by the Seller to the Trust pursuant to Section 2.10, such Group 1 Mortgage Loan being identified on the related Mortgage Loan Schedule attached to a Group 1 Subsequent Transfer Instrument. GROUP 1 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer Instrument dated as of a Subsequent Transfer Date executed by the Indenture Trustee, the Issuer and the Seller substantially in the form of Exhibit T, by which Group 1 Subsequent Mortgage Loans are transferred and assigned to the Trust. GROUP 1 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with respect to Group 1. GROUP 2: (i) the Group 2 Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto and all proceeds thereof, (ii) such assets as from time to time are identified as REO Property with respect to Group 2 or are deposited, with respect to Group 2, in the Group 2 Note Distribution Account, Group 2 Trustee Expense Account, Group 2 Interest Coverage Account, the Group 2 Pre-Funding Account or the Group 2 Principal and Interest Account, including any amounts on deposit in the foregoing accounts and invested in Permitted Instruments, (iii) the Indenture Trustee's rights under all insurance policies with respect to the Group 2 Mortgage Loans required to be maintained pursuant to this Agreement and any Insurance Proceeds with respect thereto, (iv) Insured Payments under the Note Insurance Policy related to Group 2, (v) Liquidation Proceeds with respect to Group 2 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 2 Mortgage Loans. The Seller's Yield and amounts received after the Cut-off Date in the case of the Group 2 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case of Group 2 Subsequent Mortgage Loans, in respect of interest accrued on the Group 2 Mortgage Loans on or prior to the Cut-off Date or a Subsequent Cut- off Date, as the case may be, do not constitute a part of Group 2. GROUP 2 FUNDING PERIOD: The Funding Period with respect to Group 2. GROUP 2 INITIAL MORTGAGE LOANS: The Initial Mortgage Loans with respect to Group 2. GROUP 2 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with respect to Group 2. GROUP 2 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement included in Group 2. GROUP 2 NOTE DISTRIBUTION ACCOUNT: The Note Distribution Account with respect to Group 2. -18-
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GROUP 2 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to Group 2. GROUP 2 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest Account with respect to Group 2. GROUP 2 PRINCIPAL BALANCE: As of any date of determination, the aggregate Principal Balances of the Group 2 Mortgage Loans. GROUP 2 SUBSEQUENT MORTGAGE LOAN: A Group 2 Mortgage Loan assigned and transferred by the Seller to the Trust pursuant to Section 2.10, such Group 2 Mortgage Loan being identified on the related Mortgage Loan Schedule attached to a Group 2 Subsequent Transfer Instrument. GROUP 2 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer Instrument dated as of a Subsequent Transfer Date executed by the Indenture Trustee, the Issuer and the Seller substantially in the form of Exhibit T, by which Group 2 Subsequent Mortgage Loans are transferred and assigned to the Trust. GROUP 2 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with respect to Group 2. GROUP FACTOR: With respect to each Group and as of any date of calculation, the Group 1 Principal Balance or the Group 2 Principal Balance, as applicable, after giving effect to the distributions to be made on the related Payment Date as of such date divided by the sum of the Original Group Principal Balance with respect to such Group and the Principal Balances of all Subsequent Mortgage Loans with respect to such Group as of the Subsequent Cut-off Date. INDEPENDENT PERSON: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Seller, the Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in any of the Issuer, the Seller or the Servicer or any Affiliate thereof, and (c) is not connected with the Issuer, the Seller or the Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Issuer, the Seller or the Servicer or any Affiliate thereof solely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Issuer, the Seller or the Servicer or any Affiliate thereof, as the case may be. INDENTURE: The Indenture, dated as of June 1, 2000, between the Issuer and the Indenture Trustee. INDENTURE TRUSTEE: LaSalle Bank National Association, or its successor in interest, or any successor trustee appointed as provided in the Indenture. -19-
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INDEX: With respect to the Group 2 Mortgage Loans, the index for the adjustment of the Mortgage Rate set forth as such in the related Mortgage Note, such index being either (i) the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as published in the Federal Reserve Statistical Release H.15 (5.19), as most recently announced as of a date 45 days preceding such Mortgage Loan's Adjustment Date (the "One-Year Treasury Index") or (ii) the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market as published in The Wall Street Journal "Money Rates" table, and as most recently available as of the date 45 days before such Mortgage Loan Adjustment Date if such date falls on a Friday or, if such date does not fall on a Friday, then as most recently available as of the Friday immediately preceding the date 45 days before each such Mortgage Loan's Adjustment Date (the "Six-Month LIBOR Index"). If the applicable Index becomes unavailable, the Servicer, on behalf of the Indenture Trustee, will select an alternative index for mortgage loans on single family residential properties, based upon comparable information, over which it has no control and which is readily verifiable by mortgagors. INITIAL ADJUSTMENT DATE: With respect to each Group 2 Mortgage Loan, the first adjustment date following the origination of such Mortgage Loan. INITIAL MORTGAGE RATE: With respect to each Group 2 Mortgage Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date. INITIAL MORTGAGE LOAN: A Mortgage Loan assigned and transferred to the Trust on the Closing Date. INITIAL MORTGAGE LOANS: Collectively, the Initial Mortgage Loans. INSURANCE AGREEMENT: The agreement dated as of June 1, 2000 by and among the Note Insurer, the Seller, the Servicer, the Depositor, the Administrator, the Issuer, the Indenture Trustee and the Owner Trustee, as amended from time to time by the parties thereto, relating to, among other things, the Premium Percentage. INDEMNIFICATION AGREEMENT: The agreement dated as of June 23, 2000 by and among the Seller, the Note Insurer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Prudential Securities Incorporated. INSURANCE PROCEEDS: Proceeds paid to the Indenture Trustee or the Servicer by any insurer (except the Note Insurer) or by the Servicer pursuant to a deductible clause under a blanket policy insuring against fire and hazards of extended coverage on all of the Mortgage Loans pursuant to Section 5.08, in either event pursuant to any insurance policy covering a Mortgage Loan, Mortgaged Property, or REO Property or any other insurance policy net of any expenses which are incurred by the Servicer or the Indenture Trustee in connection with the collection of such proceeds and not otherwise reimbursed to the Servicer, other than proceeds to be applied to the restoration or repair of the Mortgaged Property, or released to the Mortgagor in accordance with customary first -20-
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and second mortgage servicing procedures in the case of Group 1 Mortgage Loans and customary first mortgage servicing procedures in the case of Group 2 Mortgage Loans. INSURED PAYMENT: With respect to each class of Class A Notes, means (a) as of each Payment Date, any Deficiency Amount and (b) any Preference Amount. INTEREST COVERAGE ACCOUNT: With respect to each Group, the Account established and maintained pursuant to Section 6.13, which must be an Eligible Account. With respect to Group 1 the Interest Coverage Account shall be known as the Group 1 Interest Coverage Account and with respect to Group 2, the Interest Coverage Account shall be known as the Group 2 Interest Coverage Account. INTEREST COVERAGE ADDITION: With respect to the related Group and as to any Payment Date, the sum of the amounts described in Sections 6.13(b), 6.13(c) and 6.13(d). INTEREST COVERAGE AMOUNT: With respect to each Group, the amount to be paid by the Seller to the Issuer for deposit into the related Interest Coverage Account pursuant to Section 6.13(a). On the Closing Date, such amount is $3,870,320.33 for Group 1 and $3,888,365.77 for Group 2. On each Subsequent Transfer Date and with respect to each Group, such amount shall be increased by an amount equal to the amount of interest that will accrue during the period of deferment on the principal balance of each Deferred Payment Loan as transferred to the Trust that would otherwise be due after the Subsequent Cut-off Date. ISSUER or TRUST: AFC Trust, Series 2000-2 ISSUER REQUEST: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee and the Note Insurer. LAND TRUST MORTGAGE: As defined in Section 3.02(a) (xxxviii). LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan or REO Property as to which the Servicer has determined that all amounts which it reasonably and in good faith expects to recover have been recovered from or on account of such Mortgage Loan or REO Property. LIQUIDATION PROCEEDS: Any cash amounts received in connection with the liquidation of defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale, REO Disposition or otherwise, and any other amounts required to be deposited in the Principal and Interest Account pursuant to Section 5.10. LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the numerator of which is the original Principal Balance of the related Mortgage Loan and the denominator of which is the Appraised Value at the time of origination of the related Mortgaged Property. -21-
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MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Certificates possessing in excess of 50% of the Percentage Interests therein. MAJORITY NOTEHOLDERS: With respect to Group 1, the Class 1A Majority Noteholders. With respect to Group 2, the Class 2A Majority Noteholders. MANUFACTURED HOME: A manufactured home within the meaning of 42 United States Code Section 5402(6). MANUFACTURED HOME LOAN: Any Mortgage Loan which is secured by a first lien on real estate to which a Manufactured Home has been permanently affixed. MAXIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan, the maximum rate of interest set forth in the related Mortgage Note. MINIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan, the minimum rate of interest set forth in the related Mortgage Note. MIXED USE LOAN: Any Group 1 Mortgage Loan which is secured by a mixed residential and commercial structure. MIXED USE PROPERTY: With respect to Group 1 Mortgage Loans, a property which consists of a mixed residential and commercial structure. MONTHLY ADVANCE: An advance made by the Servicer pursuant to Section 6.09. MONTHLY PAYMENT: The scheduled monthly payment or Periodic Payment(s) of principal and/or interest required to be made by a Mortgagor on the related Mortgage Loan during any month, as set forth in the related Mortgage Note. MONTHLY PREMIUM: With respect to each Group, the monthly premium payable to the Note Insurer equal to the product of (i) one-twelfth of the then applicable Premium Percentage and (ii) the then outstanding related Class 1A Note Principal Balance or Class 2A Note Principal Balance. MOODY'S: Moody's Investors Service, Inc. or any successor thereto. MORTGAGE: The mortgage, deed of trust, Land Trust Mortgage or other instrument creating a first or second lien in accordance with applicable law on a Mortgaged Property. MORTGAGE FILE: As described in Exhibit A annexed hereto. MORTGAGE IMPAIRMENT INSURANCE POLICY: As described in Section 5.08. -22-
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MORTGAGE LOAN: An individual mortgage loan which is assigned and transferred to the Trust pursuant to this Agreement or a Subsequent Transfer Instrument, together with the rights and obligations of a holder thereof and payments thereon and proceeds therefrom, the Mortgage Loans originally subject to this Agreement being identified on the Mortgage Loan Schedule annexed hereto as Exhibits H-1 and H-2. As applicable, Mortgage Loan shall be deemed to refer to the related REO Property. MORTGAGE LOAN SCHEDULE: With respect to each Group, the schedule of Mortgage Loans attached hereto as Exhibit H-1 or H-2, as supplemented by each schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument, as such schedule may be amended or supplemented from time to time, such schedule identifying each Mortgage Loan by address of the Mortgaged Property and the name of the Mortgagor and setting forth as to each Mortgage Loan the following information: (i) the Principal Balance as of the Cut-off Date or Subsequent Cut-off Date, (ii) the account number, (iii) the original principal amount, (iv) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as the case may be, as of the date of origination of the related Mortgage Loan, (v) the Due Date, (vi) the first date on which a Monthly Payment is due under the Mortgage Note, (vii) the Monthly Payment, (viii) the maturity date of the related Mortgage Note, (ix) the remaining number of months to maturity as of the Cut-off Date or Subsequent Cut-off Date, (x) the applicable Mortgaged Property State, (xi) the current Mortgage Rate and (xii) with respect to the Group 2 Mortgage Loans only: (1) the Gross Margin, (2) the next Adjustment Date after the Cut-off Date, (3) the Maximum Mortgage Rate, (4) the Minimum Mortgage Rate and (5) the Index. MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan. MORTGAGE RATE: With respect to each Group 1 Mortgage Loan, the fixed annual rate of interest borne by the related Mortgage Note, as shown on the related Mortgage Loan Schedule. With respect to each Group 2 Mortgage Loan, the annual rate of interest borne by the related Mortgage Note from time to time. MORTGAGED PROPERTY: A Single Family Property, Multifamily Property, Mixed Use Property or Commercial Property which secures a Mortgage Loan. MORTGAGOR: The obligor on a Mortgage Note. MULTIFAMILY LOAN: Any Mortgage Loan which is secured by Multifamily Property. MULTIFAMILY PROPERTY: With respect to a Mortgage Loan, a residential property consisting of five or more dwelling units. -23-
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NET EXCESS AMOUNT AVAILABLE: With respect to any Group and for a particular Payment Date, the sum of (i) the Available Remittance Amount for such Group (reduced by the related Monthly Premium to be paid to the Note Insurer pursuant to Section 6.04) and (ii) any Deficiency Amount related to principal with respect to such Group. NET EXCESS PRINCIPAL: With respect to any Group and for a particular Payment Date, the Excess Principal for such Group remaining after the application thereof to cover an Available Funds Shortfall with respect to the other Group. NET EXCESS SPREAD: With respect to any Group and for a particular Payment Date, the Excess Spread for such Group remaining after the application thereof to cover Required Payments with respect to such Group (other than in respect of the Class A Principal Remittance Amount after the related Cross-Over Date). NET LIQUIDATION PROCEEDS: Liquidation Proceeds net of (i) any reimbursements to the Servicer made therefrom pursuant to Section 5.04(ii) and (ii) any related accrued and unpaid Annual Trustee Expense Amounts as of the date on which such Liquidation Proceeds were received. NET MORTGAGE RATE: With respect to each Mortgage Loan, and at any time, the per annum rate equal to the related Mortgage Rate less the Servicing Fee Rate. NONRECOVERABLE ADVANCES: With respect to any Mortgage Loan, (i) any Servicing Advance or Monthly Advance previously made and not reimbursed from late collections pursuant to Section 5.04, or (ii) a Servicing Advance proposed to be made in respect of a Mortgage Loan or REO Property which, in the good faith business judgment of the Servicer would not be ultimately recoverable from late collections, Released Mortgaged Property Proceeds, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property. NOTE: Any Class 1A Note or Class 2A Note executed by the Issuer and authenticated by the Indenture Trustee, substantially in the applicable form annexed as Exhibits A-1 and A-2 to the Indenture. NOTE DISTRIBUTION ACCOUNT: With respect to each Group, as described in Section 6.01. With respect to Group 1, the Note Distribution Account shall be known as the Group 1 Note Distribution Account and with respect to Group 2, the Note Distribution Account shall be known as the Group 2 Note Distribution Account. NOTEHOLDER or HOLDER: The Person in whose name a Note is registered in the Note Register, except that, solely for the purposes of giving any consent, waiver, request or demand pursuant to this Agreement, any Note registered in the name of the Seller, the Servicer or any Subservicer, or registered in the name of any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of any of them, shall be deemed not to be outstanding and the undivided -24-
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Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite Percentage Interest of Notes necessary to effect any such consent, waiver, request or demand has been obtained. For purposes of any consent, waiver, request or demand of Noteholders pursuant to this Agreement, upon the Indenture Trustee's request, the Seller, the Servicer and any Subservicer shall provide to the Indenture Trustee a notice identifying any of their respective affiliates that is a Noteholder as of the date(s) specified by the Indenture Trustee in such request. All references to "Holders" or "Noteholders" shall reflect the rights of Note Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Indenture Trustee shall be required to recognize as a "Holder" or "Noteholder" only the Person in whose name a Note is registered in the Note Register. NOTE INSURANCE POLICY: The note guaranty insurance policy, policy number 32617, dated the Closing Date, issued by the Note Insurer for the benefit of the Holders of the Notes, pursuant to which the Note Insurer guarantees Insured Payments, a copy of which is attached hereto as Exhibit O. NOTE INSURER: MBIA Insurance Corporation, a New York stock insurance company, or any successor thereof, as issuer of the Note Insurance Policy. NOTE INTEREST RATE: As to any Payment Date, any of the Class 1A Note Interest Rate or the Class 2A Note Interest Rate. NOTE OWNER: With respect to a Book-Entry Note, the Person who is the beneficial owner of such Note as reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly or as an indirect participant, in accordance with the rules of the Depository). NOTE PRINCIPAL BALANCE: As of any date of determination, either the Class 1A Note Principal Balance or the Class 2A Note Principal Balance. NOTE REGISTER: The register maintained by the Note Registrar in which the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes. NOTE REGISTRAR: Initially, the Indenture Trustee, and thereafter, any successor appointed pursuant to Section 4.02 of the Indenture. NOTICE: As defined in Section 6.06(b). OFFICER'S CERTIFICATE: A certificate delivered to the Indenture Trustee signed by the President or an Executive Vice President or a Senior Vice President or a Vice President or an Assistant Vice President of either the Seller or the Servicer, as required by this Agreement. -25-
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ONE-MONTH LIBOR: With respect to the Class 1A and Class 2A Notes, as determined by the Indenture Trustee on the second Business Day preceding the beginning of each Accrual Period, the London interbank offered rate for the relevant Accrual Period for one-month U.S. dollar deposits for a term equal to the relevant Accrual Period as such rates appear on Telerate Page 3750, as of 11:00 a.m. (London time) on such date. If such rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to banks in the London interbank market for a term equal to the relevant Accrual Period. The Indenture Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that day will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a term equal to the relevant Accrual Period. If the Indenture Trustee is unable to determine One Month LIBOR for an Accrual Period, the rate for such Accrual Period shall be One Month LIBOR as determined for the previous Accrual Period. Notwithstanding the foregoing, however, One-Month LIBOR for an Accrual Period shall not be based on One-Month LIBOR for the previous Accrual Period for three consecutive Accrual Periods. If, under the priorities described above, One-Month LIBOR for an Accrual Period would be based on One-Month LIBOR for the previous Accrual Period for the second consecutive Accrual Period, the Indenture Trustee shall select a comparable alternative index (over which the Indenture Trustee has no control) used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent third party. OPINION OF COUNSEL: A written opinion of counsel, who may, without limitation, be counsel for the Servicer, reasonably acceptable to the Indenture Trustee and the Note Insurer, as applicable, and experienced in matters relating to the subject of such opinion. ORIGINAL CLASS 1A NOTE PRINCIPAL BALANCE: $266,000,000. ORIGINAL CLASS 2A NOTE PRINCIPAL BALANCE: $280,000,000. ORIGINAL GROUP PRINCIPAL BALANCE: Either the Original Group 1 Principal Balance or the Original Group 2 Principal Balance, as applicable. ORIGINAL GROUP 1 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 1 Initial Mortgage Loans, other than the Permanent Buydown Companion Loans in Group 1, which amount is equal to $161,461,730.42. ORIGINAL GROUP 2 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 2 Initial Mortgage Loans, which amount is equal to $173,199,179.86. -26-
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ORIGINAL POOL PRINCIPAL BALANCE: $334,660,910.28, equal to the sum of the Original Group 1 Principal Balance and the Original Group 2 Principal Balance. ORIGINAL PRE-FUNDED AMOUNT: With respect to each Group, the amount deposited by the Seller in the related Pre-Funding Account on the Closing Date, which amount is $106,143,903.40 for Group 1 and $111,788,097.49 for Group 2. OUTSTANDING: With respect to the Notes, as of the date of determination, all Notes previously executed, authenticated and delivered under the Indenture except: (i) Notes previously cancelled by the Note Registrar or delivered to the Indenture Trustee for cancellation; and (ii) Notes in exchange for or in lieu of which other Notes have been executed, authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a holder in due course. All Notes that have been paid with funds provided under the Note Insurance Policy shall be deemed to be Outstanding until the Note Insurer has been reimbursed with respect thereto. OVERCOLLATERALIZATION AMOUNT: With respect to any Group and for a particular Payment Date, the excess, if any, of (i) the sum of (a) the related Group Principal Balance, (b) the related Pre-Funded Amount and (c) the amount, if any, on deposit in the Reserve Account as of the close of business on the last day of the related Due Period over (ii) the related Class A Note Principal Balance after giving effect to distributions of the related Class A Principal Remittance Amount for such Group on such Payment Date. OWNER-OCCUPIED MORTGAGED PROPERTY: A Residential Dwelling that the related Mortgagor represented an intent to occupy as such Mortgagor's primary, secondary or vacation residence at the origination of the Mortgage Loan. OWNER TRUST ESTATE: The corpus of the Issuer created by the Trust Agreement which consists of items referred to in Section 2.05 of the Trust Agreement. OWNER TRUSTEE: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, and its successors and assigns or any successor owner trustee appointed pursuant to the terms of the Trust Agreement. PAYING AGENT: Initially, the Indenture Trustee, and thereafter, the Indenture Trustee or any other Person that meets the eligibility standards for the Paying Agent appointed pursuant to Section 3.03 of the Indenture and is authorized by the Indenture Trustee to make payments on the Notes on behalf of the Indenture Trustee. -27-
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PAYMENT DATE: The 25th day of any month or if such 25th day is not a Business Day, the first Business Day immediately following, commencing on July 25, 2000. PERCENTAGE INTEREST: With respect to a Class 1A or Class 2A Note, the portion of the Class evidenced by such Note, expressed as a percentage rounded to four decimal places, equivalent to a fraction the numerator of which is the Note Principal Balance of such Note and the denominator of which is the aggregate of Note Principal Balances of all Notes. PERIODIC PAYMENT: With respect to any Periodic Payment Loan, as of any date of determination, the scheduled payment of principal and/or interest required to be made by a Mortgagor as set forth in the related Mortgage Note. PERIODIC PAYMENT LOANS: Any Mortgage Loan that provided, on the date of origination, for Periodic Payments to be made every twenty-eight (28) days. PERIODIC RATE CAP: With respect to each Group 2 Mortgage Loan, the provision in each Mortgage Note that limits permissible increases and decreases in the Mortgage Rate on any Adjustment Date (i) with respect to Group 2 Mortgage Loans subject to the One-Year Treasury Index, to not more than one percentage point, and (ii) with respect to Group 2 Mortgage Loans subject to the Six-Month LIBOR Index, to not more than one percentage point, or, with respect to the Group 2 Mortgage Loans subject to the Six-Month LIBOR Index which are subject to an adjustment after an initial twenty-four or thirty-six month period, increase to not more than three percentage points on the initial Adjustment Date only. PERMANENT BUYDOWN LOAN: A Mortgage Loan made to a Mortgagor together with a Permanent Buydown Companion Loan. PERMANENT BUYDOWN COMPANION LOAN: A Mortgage Loan made to a Mortgagor together with a Permanent Buydown Loan, at origination of such Permanent Buydown Loan, for the purpose of financing the buydown of the interest rate on such Permanent Buydown Loan. PERMITTED INSTRUMENTS: As used herein, Permitted Instruments shall include the following: (i) direct general obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States, Freddie Mac senior debt obligations, and Fannie Mae senior debt obligations, but excluding any of such securities whose terms do not provide for payment of a fixed dollar amount upon maturity or call for redemption; -28-
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(ii) (a) demand and time deposits in, certificates of deposit of, banker's acceptances issued by or federal funds sold by a bank or trust company and subject to supervision and examination by federal and/or state authorities, so long as, at the time of investment or contractual commitment providing for such investment, such bank or trust company or its ultimate parent has a short-term unsecured debt rating in one of the two highest available rating categories of S&P and the highest available rating category of Moody's and provided that each such investment has an original maturity of no more than 365 days and (b) any other demand or time deposit which is fully insured by the Bank Insurance Fund or the FDIC; (iii) commercial paper (having original maturities of not more than 180 days) or demand notes rated "A-1" or better by S&P and Prime-1 by Moody's and issued by an entity having a long-term rating of A2 or better by Moody's; (iv) investments in money market funds rated "AAAm" or "AAAm-G" by S&P and Aaa by Moody's; and (v) investments approved by the Rating Agencies and the Note Insurer in writing delivered to the Indenture Trustee; provided that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provided a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations; and provided, further, that no instrument described hereunder may be purchased at a price greater than par. PERSON: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, national banking association, unincorporated organization or government or any agency or political subdivision thereof. PLAN: Any employee benefit plan within the meaning of Section 3(3) of ERISA or a plan within the meaning of Section 4975(e)(1) of the Code. POOL PRINCIPAL BALANCE: As of any date of determination, the aggregate of the Group 1 Principal Balance and the Group 2 Principal Balance. PREFERENCE AMOUNT: As defined in Section 6.06(b). PRE-FUNDED AMOUNT: With respect to each Group and with respect to any Determination Date, the amount on deposit in the related Pre-Funding Account. -29-
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PRE-FUNDING ACCOUNT: With respect to each Group, the account established and maintained pursuant to Section 6.12. With respect to Group 1, the Pre-Funding Account shall be known as the Group 1 Pre-Funding Account and, with respect to Group 2, the Pre-Funding Account shall be known as the Group 2 Pre-Funding Account. PREMIUM PERCENTAGE: With respect to each Group and as of any Payment Date, the percentage designated as such in the Insurance Agreement. PREPAYMENT ASSUMPTION: With respect to Group 1, 2% per annum of the then outstanding principal balance of the Group 1 Mortgage Loans in the first month of the life of the Group 1 Mortgage Loans, and an additional 1.0% per annum in each month thereafter until the twenty-first month and in each month thereafter during the life of the Group 1 Mortgage Loans, 22% per annum each month. With respect to Group 2, an assumed constant rate of prepayment equal to 26% per annum. PRINCIPAL AND INTEREST ACCOUNT: With respect to each Group, the principal and interest account established by the Servicer pursuant to Section 5.03. With respect to Group 1, the Principal and Interest Account shall be known as the Group 1 Principal and Interest Account and, with respect to Group 2, the Principal and Interest Account shall be known as the Group 2 Principal and Interest Account. PRINCIPAL BALANCE: With respect to any Mortgage Loan or related REO Property, at any date of determination, (i) the Cut-off Date Principal Balance of such Mortgage Loan (or the principal balance outstanding as of the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan or as of the applicable substitution date with respect to a Qualified Substitute Mortgage Loan), after application of principal payments received on or before such Cut-off Date (or on or before such Subsequent Cut-off Date or substitution date), minus (without duplication) (ii) the sum of (a) the principal portion of the Monthly Payments received during each Due Period ending prior to the most recent Payment Date and deposited in the related Principal and Interest Account pursuant to Section 5.03, and (b) all Principal Prepayments, Curtailments, Excess Payments, Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property Proceeds and net income from any REO Property to the extent applied by the Servicer as recoveries of principal, which were distributed pursuant to Section 6.06 on any previous Payment Date. The Principal Balance of any Liquidated Mortgage Loan in the month following the month in which such loan became a Liquidated Mortgage Loan is zero. PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a Mortgage Loan equal to the outstanding principal balance thereof, received in advance of the final scheduled Due Date which is intended to satisfy a Mortgage Loan in full. PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE: With respect to each Group, the proposed schedule of mortgage loans or potential mortgage loans from which the majority of the Subsequent Mortgage Loans will be obtained, attached hereto as Exhibit R. -30-
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PROSPECTUS: The prospectus and prospectus supplement, as supplemented, prepared by the Seller in connection with the initial issuance and sale of the Class 1A and Class 2A Notes. PURCHASE PRICE: As defined in Section 5.11. QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan pursuant to Section 2.05 or 3.03, which, (A) with respect to any Group 1 Mortgage Loan, (i) has a fixed mortgage interest rate of not less than (and not more than two percentage points higher than) the Mortgage Rate of the Deleted Mortgage Loan; (ii) relates to the same type of Mortgaged Property as the Deleted Mortgage Loan and has the same lien priority as the Deleted Mortgage Loan; (iii) has a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (iv) has a Loan-to-Value Ratio, or a Combined Loan-to-Value Ratio, as the case may be, no higher than that of the Deleted Mortgage Loan; (v) has a principal balance (after application of all payments received on or prior to the date of substitution) equal to or less than the Principal Balance of the Deleted Mortgage Loan as of such date; (vi) has the same or lower credit risk, as measured by credit risk category, under the Seller's underwriting guidelines; and (vii) complies with each representation and warranty set forth in Sections 3.01, 3.02(a) and 3.02(b), and (B) with respect to any Group 2 Mortgage Loan, (i) has a Maximum Mortgage Rate no lower than (and not more than two percentage points higher than) the Maximum Mortgage Rate of the Deleted Mortgage Loan, and has a Minimum Mortgage Rate no lower than (and not more than one percentage point higher than) the Minimum Mortgage Rate of the Deleted Mortgage Loan; (ii) has the same Index and Periodic Rate Cap as that of the Deleted Mortgage Loan and a Gross Margin not less than that of the Deleted Mortgage Loan and, if Mortgage Loans equal to 1% or more of the Pool Stated Principal Balance of the Mortgage Loans as of the Cut-off Date have become Deleted Mortgage Loans, not more than two percentage points more than that of the Deleted Mortgage Loan; (iii) shall be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iv) has a principal balance (after application of all payments received on or prior to the date of substitution) equal to or less than the Principal Balance of the Deleted Mortgage Loan as of such date; (v) has a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (vi) has a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (vii) has the same or lower credit risk, as measured by credit risk category, under the Seller's underwriting guidelines; (viii) has a Net Mortgage Rate (net of any portion of the interest on such Mortgage Loan that may be retained by the Seller) within two percentage points of that of the Deleted Mortgage Loan; and (ix) complies with each representation and warranty set forth in Sections 3.01, 3.02(a) and 3.02(c). -31-
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RATING AGENCIES: Shall mean, collectively, Moody's, S&P and Fitch. REALIZED LOSS: With respect to each Liquidated Mortgage Loan, an amount (not less than zero or greater than the related Principal Balance (excluding, with respect to a Permanent Buydown Loan, the principal balance of the related Permanent Buydown Companion Loan) as of the date of liquidation) equal to the outstanding Principal Balance of such Mortgage Loan (excluding, with respect to a Permanent Buydown Loan, the principal balance of the related Permanent Buydown Companion Loan) as of the date of liquidation minus that portion of Net Liquidation Proceeds (excluding, with respect to a Permanent Buydown Loan, any Net Liquidation Proceeds attributable to the related Permanent Buydown Companion Loan) actually distributed to Class A Noteholders pursuant to Section 6.06(c) in respect of such Liquidated Mortgage Loan, it being understood that all Net Liquidation Proceeds are first applied to reduce the principal balance of the Permanent Buydown Loan until such principal balance has been reduced to zero, and then applied to the principal balance of the Permanent Buydown Companion Loan. RECORD DATE: The Business Day immediately preceding the related Payment Date. REFERENCE BANKS: Such leading banks selected by the Indenture Trustee and engaged in transactions in Eurodollar deposits in the international Eurocurrency market. REGISTERED HOLDER: The Person in whose name a Note is registered in the Note Register on the applicable Record Date. REIMBURSABLE AMOUNTS: As of any date of determination, an amount payable to the Servicer or the Seller with respect to (i) Monthly Advances and Servicing Advances not previously reimbursed and (ii) any advances reimbursable pursuant to Section 9.01 and not previously reimbursed pursuant to Section 6.03(c) or 6.06(c). RELATED DOCUMENTS: With respect to each Mortgage Loan, the documents listed in Section 2.04 hereof. RELEASED MORTGAGED PROPERTY PROCEEDS: As to any Mortgage Loan, proceeds received by the Servicer in connection with (a) a taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or (b) any release of part of the Mortgaged Property from the lien of the related Mortgage, whether by partial condemnation, sale or otherwise; which are not released to the Mortgagor in accordance with applicable law, customary mortgage servicing procedures and this Agreement. REMAINING NET EXCESS SPREAD: With respect to any Group and for a particular Payment Date, the Net Excess Spread for such Group remaining after the application thereof to cover an Available Funds Shortfall with respect to the other Group. -32-
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REO DISPOSITION: The final sale of a Mortgaged Property acquired in foreclosure or by deed in lieu of foreclosure. REO PROPERTY: As defined in Section 5.10. REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Group and at any time, the overcollateralization amount required by the Note Insurer and set forth as the "Required Overcollateralization Amount" in the Insurance Agreement with respect to each Group. REQUIRED PAYMENTS: With respect to any Group and for a particular Payment Date, the amount required to pay the Class A Interest Remittance Amount with respect to the related Class of Notes, the Class A Principal Remittance Amount with respect to the related Class of Notes, the related Annual Trustee Expense Amount and the related Monthly Premium to be paid to the Note Insurer pursuant to Section 6.04. RESERVE ACCOUNT: The Account established and maintained pursuant to Section 6.14, which must be an Eligible Account. RESIDENTIAL DWELLING: A one- to four-family dwelling, a unit in a planned unit development, a unit in a condominium development or a manufactured home. RESPONSIBLE OFFICER: When used with respect to the Indenture Trustee, any officer assigned to the Asset-Backed Securities Trust Services Department (or any successor thereto), including any Vice President, Senior Trust Officer, Trust Officer, Assistant Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above officers and having direct responsibility for the administration of this Agreement, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. When used with respect to the Seller or the Servicer, the President or any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, or any Secretary or Assistant Secretary, or any Treasurer or Assistant Treasurer. ROLLING DELINQUENCY PERCENTAGE: For each Group and any Payment Date, the average of the Delinquency Percentages for the Mortgage Loans as of the last day of each of the three (or one or two in the case of the first two Payment Dates, as applicable) most recently ended calendar months. SECTION 32 LOAN: A Mortgage Loan subject to the Home Ownership and Equity Protection Act of 1994. SECURITY: Any of the Certificates or Notes. -33-
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SECURITYHOLDER or HOLDER: Any Noteholder or a Certificateholder. SECURITY INSTRUMENT: A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto. SELLER: Superior Bank FSB, a federally chartered stock savings bank, and any successor thereto. SELLER'S YIELD: For each Mortgage Loan, the prepayment penalties and premiums and any Deferred Payments collected on such Mortgage Loan. The Seller's Yield is retained by the Seller and is not part of the Trust Fund. SERIES: 2000-2. SERVICER: Superior Bank FSB, or any successor appointed as provided herein. SERVICER'S CERTIFICATE: As defined in Section 6.08. SERVICER'S MONTHLY REMITTANCE REPORT: A report prepared by the Servicer substantially in the form of Exhibit Q. SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of the Mortgaged Property, including without limitation advances in respect of real estate taxes and assessments and insurance premiums on fire, hazard and flood insurance policies, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of an REO Property, (iv) compliance with the obligations under Sections 5.01(e), 5.02, 5.05, 5.07, 5.15 and Article XIII, which Servicing Advances are reimbursable to the Servicer to the extent provided in this Agreement and (v) in connection with the liquidation of a Group 1 Mortgage Loan, expenditures relating to the purchase or maintenance of the First Lien pursuant to Section 5.14, for all of which costs and expenses the Servicer is entitled to reimbursement in accordance with this Agreement. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required to be made hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered to the Note Insurer, the Seller and the Indenture Trustee no later than the Business Day following such determination. -34-
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SERVICING COMPENSATION: The Servicing Fee and other amounts to which the Servicer is entitled pursuant to Section 7.03. The Servicer's right to Servicing Compensation may be reduced as set forth in Section 6.10. SERVICING FEE: As to each Mortgage Loan (including any Mortgage Loan as to which the related Mortgaged Property has become REO Property), the annual fee payable to the Servicer. Such fee shall be calculated and payable monthly only from the amounts received in respect of interest on such Mortgage Loan and shall be computed by multiplying (i) the principal balance on which interest accrues on the Mortgage Loan by (ii) the Servicing Fee Rate and by further multiplying the product thereof by (iii) a fraction, the numerator of which is the number of days in the period elapsed since the date to which interest was last paid by the Mortgagor or advanced by the Servicer and the denominator of which is the number of days in the annual period for which interest accrues on the related Mortgage Loan. The Servicing Fee is payable solely from the interest portion of (i) Monthly Payments, (ii) Liquidation Proceeds, (iii) Insurance Proceeds or (iv) Released Mortgaged Property Proceeds collected by the Servicer with respect to the related Mortgage Loan, or as otherwise provided in Section 5.04. The Servicing Fee includes any servicing fees owed or payable to any Subservicer. SERVICING FEE RATE: 0.65% per annum. SERVICING OFFICER: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appears on a list of servicing officers annexed to an Officer's Certificate furnished on the Closing Date to the Indenture Trustee and the Noteholders by the Servicer, as such list may from time to time be amended. SINGLE FAMILY PROPERTY: A one- to four-family residential property individual condominium unit, manufactured home, or unit in a planned unit development. SINGLE NOTE: A Note in the amount of $1,000. S&P: Standard & Poor's Ratings Services, A Division of the McGraw-Hill Companies, Inc., or any successor thereto. SPECIAL POWER OF ATTORNEY: As defined in Section 2.04(f). SUBORDINATED AMOUNT: With respect to both Groups, the amount set forth as such in the Insurance Agreement. SUBSERVICER: Any Person with whom the Servicer has entered into a Subservicing Agreement and who satisfies any requirements set forth in Section 5.01(a) in respect of the qualification of a Subservicer. -35-
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SUBSERVICING AGREEMENT: Any agreement relating to subservicing and/or administration of certain Mortgage Loans as provided in Section 5.01(a), a copy of which shall be delivered, along with any modifications thereto, to the Indenture Trustee. SUBSEQUENT CUT-OFF DATE: With respect to those Subsequent Mortgage Loans which are transferred and assigned to the Trust pursuant to a Subsequent Transfer Instrument, the close of business on the day prior to the related Subsequent Transfer Date. SUBSEQUENT MORTGAGE LOAN: A Group 1 Subsequent Mortgage Loan or a Group 2 Subsequent Mortgage Loan. SUBSEQUENT TRANSFER DATE: The date on which a Subsequent Mortgage Loan is transferred and assigned to the Trust, which date shall be no later than September 21, 2000. SUBSEQUENT TRANSFER INSTRUMENT: A Group 1 Subsequent Transfer Instrument or a Group 2 Subsequent Transfer Instrument. SUBSTITUTION ADJUSTMENT: As to any date on which a substitution occurs pursuant to Sections 2.05 or 3.03, the amount (if any) by which the aggregate principal balances (after application of principal payments received on or before the date of substitution) of any Qualified Substitute Mortgage Loans as of the date of substitution, are less than the aggregate of the Principal Balances, together with accrued and unpaid interest thereon to the date of substitution, of the related Deleted Mortgage Loans. TELERATE PAGE 3750: The display page currently so designated on the Dow Jones Telerate Service (or such other page as may replace the page on that service for the purpose of displaying comparable rates or prices). TERMINATION PRICE: As defined in Section 11.01. TRANSFER AFFIDAVIT: As defined in Section 4.02(c)(ii). TRANSFER CERTIFICATE: As defined in Section 4.02(c)(ii). TRIGGER EVENT: (A) If with respect to either Group (a) on the sixth Payment Date or on any Payment Date thereafter prior to the twelfth Payment Date, the Loss Coverage Ratio is greater than or equal to 40%, (b) on the twelfth Payment Date or on any Payment Date thereafter prior to the eighteenth Payment Date, the Loss Coverage Ratio is greater than or equal to 50%, (c) on the eighteenth Payment Date or on any Payment Date thereafter prior to the twenty-fourth Payment Date, the Loss Coverage Ratio is greater than or equal to 60%, (d) on the twenty-fourth Payment Date or on any Payment Date thereafter prior to the thirty-sixth Payment Date, the Loss Coverage Ratio is greater than or equal to 70%, or (e) on the thirty-sixth Payment Date or on any Payment Date thereafter, the Loss Coverage Ratio is greater than or equal to 80%; or -36-
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(B) Superior Bank FSB in its capacity as Servicer, fails to maintain at any time a net worth equal to the greater of $80,000,000 and 6.00% of Superior Bank FSB's total balance sheet assets as of its most recent financial statements, in each case computed in accordance with generally accepted accounting principles. TRUST or ISSUER: AFC Trust, Series 2000-2. TRUST AGREEMENT: The Trust Agreement, dated as of June 1, 2000 between Superior Bank FSB and the Owner Trustee. TRUST ESTATE: Collectively, Group 1, Group 2, the Reserve Account and the rights of the Seller under the Cap Agreements. TRUSTEE EXPENSE ACCOUNT: With respect to each Group, the account established and maintained by the Indenture Trustee in accordance with Section 6.03. With respect to Group 1, the Trustee Expense Account shall be known as the Group 1 Trustee Expense Account and with respect to Group 2, the Trustee Expense Account shall be known as the Group 2 Trustee Expense Account. TRUST INDENTURE ACT or TIA: The Trust Indenture Act of 1939, as amended from time to time, as in effect on any relevant date. TRUSTEE'S MORTGAGE FILE: The documents delivered to the Indenture Trustee or the Custodian pursuant to Section 2.04. UCC: The Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction. UNDERCOLLATERALIZATION AMOUNT: With respect to any Payment Date the excess, if any, of (A) the aggregate Class A Note Principal Balance immediately preceding that Payment Date minus the sum of (i) all amounts (excluding that portion of Insured Payments, if any, to be made in respect of principal) to be distributed to the Class A Noteholders in respect of principal on such Payment Date on account of amounts described in clauses (c)(i) through (c)(iii), inclusive, and clauses (c)(v) (to the extent the amount in clause (c)(v) represents a right to receive principal not previously covered by an Insured Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount, and (ii) all amounts distributed to the Class A Noteholders as a mandatory prepayment pursuant to the last paragraph of Section 6.06(c) (only on the Payment Date occurring on June 26, 2000), over (B) the sum of (i) the Pool Principal Balance at the beginning of the related Due Period plus (ii) the Pre-Funded Amounts minus the sum of (x) the principal portion of the Monthly Payments received during the related Due Period and deposited in the Principal and Interest Accounts pursuant to Section 5.03, and all Principal Prepayments, Curtailments, Excess Payments, Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property Proceeds and net income from any REO Property with respect to Mortgage Loans to the extent applied by the Servicer -37-
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as recoveries of principal in respect of the Mortgage Loans, which will be distributed to the Class A Noteholders pursuant to Section 6.06 on such Payment Date, and (y) the aggregate of Realized Losses, as to each Mortgage Loan which became a Liquidated Mortgage Loan during the related Due Period. UNRECOVERED CLASS A PORTION: With respect to each Class of Class A Notes and any Payment Date, the lesser of (1) the Undercollateralization Amount for such Payment Date and (2) an amount equal to the excess, if any, of (A) the related Class A Note Principal Balance immediately preceding that Payment Date minus the sum of (i) all amounts (excluding that portion of Insured Payments with respect to the related Group, if any, to be made in respect of principal) to be distributed to such Class of Class A Noteholders in respect of principal on such Payment Date on account of amounts described in clauses (c)(i) through (c)(iii), inclusive, and clauses (c)(v) (to the extent the amount in clause (c)(v) represents a right to receive principal not previously covered by an Insured Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount, and (ii) all amounts distributed to such Class of Class A Noteholders as a mandatory prepayment pursuant to the last paragraph of Section 6.06(c) (only on the Payment Date occurring on June 26, 2000), over (B) the sum of (i) the related Group Principal Balance at the beginning of the related Due Period plus (ii) the related Pre-Funded Amount minus the sum of (x) the principal portion of the Monthly Payments received during the related Due Period and deposited in the related Principal and Interest Account pursuant to Section 5.03, and all Principal Prepayments, Curtailments, Excess Payments, Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property Proceeds and net income from any REO Property with respect to Mortgage Loans with respect to the related Group to the extent applied by the Servicer as recoveries of principal in respect of the related Mortgage Loans, which will be distributed to such Class of Class A Noteholders pursuant to Section 6.06 on such Payment Date, and (y) the aggregate of Realized Losses as to each related Mortgage Loan which became a Liquidated Mortgage Loan during the related Due Period. VOTING RIGHTS: The portion of the voting rights of all of the Notes which is allocated to any Note. As of any date of determination, 100% of all of the Voting Rights with respect to Group 1 shall be allocated among Holders of Class 1A Notes in accordance with their respective Percentage Interests. As of any date of determination, 100% of all of the Voting Rights with respect to Group 2 shall be allocated among Holders of Class 2A Notes in accordance with their respective Percentage Interests. -38-
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ARTICLE II SALE AND CONVEYANCE OF THE MORTGAGE LOANS Section 2.01 Sale and Conveyance of Trust Estate; Priority and Subordination of Ownership Interests. (a) In consideration of the Issuer's delivery to, or upon the order of, the Seller of Notes and Certificates, the Seller does hereby sell, transfer, assign, set over and convey without recourse to the Issuer, but subject to terms and provisions of this Agreement, the Trust Agreement and the Indenture, all of the right, title and interest of the Seller in and to the Group 1 and Group 2 Mortgage Loans, together with any amounts received after the Cut-off Date with respect to the Initial Mortgage Loans or after a Subsequent Cut-off Date with respect to the Subsequent Mortgage Loans (other than the Seller's Yield) and all other assets of the Trust Estate other than any rights under the Cap Agreements. The Seller shall assign all of the right, title and interest of the Seller under the Cap Agreements to the Issuer pursuant to the Class 1A Assignment Agreement and the Class 2A Assignment Agreement. Section 2.02 Possession of Mortgage Files. (a) Upon the issuance of the Notes, and upon delivery of each Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan, the ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File is vested in the Trust for the benefit of the Noteholders, the Note Insurer and Certificateholders. (b) Pursuant to Section 2.04, the Seller has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to the Indenture, to the Custodian, each Trustee's Mortgage File with respect to the Initial Mortgage Loans. Section 2.03 Books and Records. The sale of each Mortgage Loan shall be reflected on the Seller's balance sheets and other financial statements as a sale of assets by the Seller. The Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Issuer. Section 2.04 Delivery of Mortgage Loan Documents. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to the Indenture, to the Custodian, the Note Insurance Policy and each of the following documents for each Initial Mortgage Loan. The Seller, contemporaneously with delivery of a Subsequent Transfer Instrument, shall deliver or cause to be delivered to the Indenture Trustee or, if a Custodian has been -39-
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appointed pursuant to the Indenture, to the Custodian, each of the following documents for each related Subsequent Mortgage Loan: (a) The original Mortgage Note, showing a complete chain of endorsements and endorsed by the last endorsee thereof, "Pay to the order of _____________________ [or LaSalle Bank National Association, as Indenture Trustee under the Indenture, dated as of June 1, 2000, Series 2000-2",] without recourse" and signed, by facsimile or manual signature, by such last endorsee. With respect to the Mortgage Loans listed on the schedule attached hereto as Exhibit V and subject to clause (g) of this Section 2.04, the original Mortgage Note referred to above cannot be located; the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Indenture Trustee of a photocopy of the original thereof with a lost note affidavit; (b) Either: (i) the original Mortgage, with evidence of recording thereon, (ii) a copy of the Mortgage certified as a true copy by a Responsible Officer of the Seller or by the closing attorney, or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy, or commitment therefor, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (c) Either: (i) (A) the original Assignment of Mortgage from the last assignee of the related Mortgage assigned to the Indenture Trustee, with evidence of recording thereon, or (B) an original assignment of mortgage from the last assignee of the related Mortgage assigned in blank, or (ii) if an original Assignment of Mortgage has not yet been provided in accordance with clause (i), an Assignment of Mortgage to the Indenture Trustee, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Mortgage to the Indenture Trustee submitted for recording (provided, however, that an appropriate officer or approved signatory of the Seller may complete one or more blanket certificates attaching copies of one or more Assignments of Mortgage to the Indenture Trustee relating thereto) or (iii) a copy of such original Assignment of Mortgage to the Indenture Trustee, with evidence of recording thereon, certified to be true and complete by the Seller or the appropriate public recording office, in those instances where such original Assignment of Mortgage has been recorded but subsequently lost; any such Assignment of Mortgage may be made by blanket assignments for Mortgage Loans secured by the Mortgaged Properties located in the same county, if permitted by applicable law; (d) The original policy of title insurance or a true copy thereof or, if such policy has not yet been delivered by the insurer, the commitment or binder to issue same and, with respect to a Manufactured Home Loan, a manufactured housing unit (American Land Title Association 7) endorsement from the title insurer stating that the insurer agrees that the related manufactured housing unit is included within the term "land" when used in such title policy; -40-
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(e) Either: (i) originals of all intervening assignments, if any, showing a complete chain of assignment from the originator to the last assignee of the related Mortgage, including any recorded warehousing assignments, with evidence of recording thereon, or, (ii) if the original intervening assignments have not yet been returned from the recording office, a copy of the originals of such intervening assignments together with a certificate of a Responsible Officer of the Seller or the closing attorney or an officer of the title insurer which issued the related title insurance policy, or commitment therefor, or its duly authorized agent certifying that the copy is a true copy of the original of such intervening assignments or (iii) a copy of the intervening assignment certified by the public recording office in those instances where the original recorded intervening assignment has been lost; and (f) Either: (i) the original assumption agreement and/or modification agreement, if any, with evidence of recording thereon, or (ii) if the original of such agreement has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such assumption and modification agreement submitted for recording, or (iii) a copy of an original assumption and modification agreement, with evidence of recording thereon, certified to be true and complete by the Seller or the appropriate public recording office, in those instances where such original recorded assumption or modification agreement has been lost. Within 45 days after the Closing Date, with respect to each Multifamily Loan, Mixed Use Loan and Commercial Loan, (i) if such item is a document separate from the Mortgage either (A) an original copy of the related Assignment of Leases, if any (with recording information indicated thereon), or (B) if the original of such Assignment of Leases has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Leases submitted for recording; (ii) an original assignment of any related Assignment of Leases, if any (if such document is a document separate from the Mortgage and not incorporated in the Assignment of Mortgage), in blank and in recordable form; (iii) if such item is a document separate from the Mortgage either (A) an original copy of all intervening assignments of Assignment of Leases, if any (with recording information indicated thereon), or (B) if the original of such intervening assignments of Assignment of Leases has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignment of Assignment of Leases submitted for recording; (iv) either, (A) a copy of the UCC-1 financing statement and any related continuation statements, if any, each showing the Mortgagor as debtor and mortgagee as secured party and each with evidence of filing thereon, or (B) if the copy of the UCC-1 financing statement has not yet been returned from the filing office, a copy of such UCC-1 financing statement, -41-
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certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such UCC-1 financing statement submitted for filing; (v) an original executed form UCC-2 or UCC-3 financing statement, in form suitable for filing, disclosing the assignment in blank, of the security interest in the personal property constituting security for repayment of the Mortgage Loan; and (vi) either (A) an original copy of all intervening assignments of UCC-3 financing statements, if any (with recording information indicated thereon), or (B) if the original of such intervening assignments of UCC-3 financing statements has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignments of UCC-3 financing statements submitted for recording. If in connection with any Mortgage Loan the Seller cannot deliver any such financing statement(s) with evidence of filing thereon because such financing statement(s) has not yet been returned by the public filing office where such financing statement has been submitted for filing, then the Seller shall deliver or cause to be delivered a photocopy, or the secured party's carbon copy with the debtor's signature of such financing statement(s) (certified by the Seller to be a true and complete copy) together with an officers' certificate stating that such financing statement(s) has been dispatched to the appropriate public filing office for filing. Within 45 days after the Closing Date, the Servicer shall have completed each Assignment of Mortgage and Assignment of Leases, if any, originally assigned in blank to "LaSalle Bank National Association, as Indenture Trustee, under the Indenture, dated as of June 1, 2000, Series 2000-2" and, within such period (or if later, within 30 days after its receipt of the original recorded Mortgage and intervening assignment), shall have submitted each such Assignment of Mortgage to the appropriate public recording office for recording; provided however, that the Servicer shall not be required to submit an Assignment of Mortgage for recording with respect to a Mortgaged Property, where, in the Opinion of Counsel to the Seller (which opinion shall be delivered to the Note Insurer within the 45-day or 30-day period, as applicable, specified herein), such recordation of the Assignment of Mortgage is not required (i) to effect the sale and conveyance of the Mortgage Loan by the Seller to the Issuer and the pledge thereof to LaSalle Bank National Association, as Indenture Trustee for AFC Mortgage Loan Asset Backed Notes, Series 2000-2, pursuant to and as provided in Section 2.01 hereof and the Indenture or the granting and perfecting of the security interest in the Mortgage Loan pursuant to and as provided in Section 14.15 or (ii) to defeat any ownership, security interest or other adverse claim to the Mortgage Loan by any creditor of the Seller or by any purported transferee of such Mortgage Loan in a purported transfer thereof by the Seller subsequent to such sale and conveyance. Any such Assignment of Mortgage that is not required to be recorded pursuant to this paragraph shall be delivered by the Seller to the Indenture Trustee within such 45-day period. Each such Assignment of Mortgage delivered by the Seller to the Indenture Trustee shall, subject to receipt of the original recorded Mortgage as described above, be in recordable form. Within such 45-day period, the Seller also shall deliver to the Indenture Trustee an original executed power of attorney ("Special Power of Attorney"), substantially in the -42-
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form of Exhibit K, with respect to the Assignments of Mortgage that are not required to be recorded under this paragraph, authorizing the Indenture Trustee to record the Assignments of Mortgage if necessary or advisable to protect the interests of the Noteholders, the Certificateholders and the Note Insurer. Pursuant to such power of attorney, the Indenture Trustee also may execute a new Assignment of Mortgage for any Mortgage Loan if the original Assignment of Mortgage delivered by the Seller to the Indenture Trustee is not in recordable form at such time as the Assignment of Mortgage is to be recorded by the Indenture Trustee. Within 45 days after the Closing Date, the Servicer shall complete any UCC-2 or UCC-3 financing statements with respect to the Multifamily Loans, Mixed Use Loans and Commercial Loans, such that the assignee of creditor is listed as "LaSalle Bank National Association, as Indenture Trustee under the Indenture, dated as of June 1, 2000, Series 2000-2." The Seller shall no later than ten Business Days after the receipt thereof, and in any event, within one year of the Closing Date, deliver or cause to be delivered to the Indenture Trustee or the Custodian: (a) the original recorded Mortgage in those instances where a copy thereof certified by the Seller was delivered to the Indenture Trustee or the Custodian; (b) the original recorded Assignment of Mortgage from the Seller to the Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator to the Indenture Trustee in those instances where copies thereof certified by the Seller were delivered to the Indenture Trustee or the Custodian; (c) the title insurance policy required in clause (d) above; (d) the original recorded assumption and modification agreement in those instances in which a copy was delivered; (e) the original Assignment of Leases in those instances in which a copy was delivered and (f) the copy of the UCC-1 and UCC-2 financing statement and any related continuation statements with evidence of filing thereon returned from the recording office if a copy was previously delivered as set forth in clause (iv)(B) in the second preceding paragraph. Notwithstanding anything to the contrary contained in this Section 2.04, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or the intervening assignments of the Mortgage, Assignment of Leases or assignment of Assignment of Leases after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Indenture Trustee or the Custodian of a copy of such Mortgage, Assignment of Mortgage or intervening assignments of the Mortgage, Assignment of Leases or assignment of Assignment of Leases certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Seller may forward or cause to be forwarded to the Indenture Trustee or the Custodian additional original documents evidencing an assumption or modification of a Mortgage Loan. All Mortgage Loan documents held by the Indenture Trustee or the Custodian as to each Mortgage Loan are referred to herein as the "Trustee's Mortgage File." All recording required pursuant to this Section 2.04 shall be accomplished by and at the expense of the Seller. (g) With the exception of the Mortgage Loans specified on Exhibit V of this Agreement as of the Closing Date, the Seller shall not deliver additional Mortgage Loans for which the original Mortgage Note cannot be located without the prior written consent of the Note Insurer. -43-
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Section 2.05 Acceptance by Indenture Trustee of the Trust Estate; Certain Substitutions; Certification by Indenture Trustee. (a) The Indenture Trustee agrees to execute and deliver on the Closing Date and on each Subsequent Transfer Date an acknowledgment of receipt (or if a Custodian has been appointed, a receipt by the Custodian) of, for each Mortgage Loan pledged and assigned to the Trust on such date, the items listed in Section 2.04 (a) through (f) above, in the form attached as Exhibit F, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Indenture Trustee or the Custodian, as Indenture Trustee in trust upon and subject to the conditions set forth herein and in the Indenture for the benefit of the Noteholders. The Indenture Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of the Noteholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 days after the Closing Date (or, with respect to any Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan, within 45 days after the receipt by the Indenture Trustee or Custodian thereof) and to deliver to the Seller, the Servicer and the Note Insurer a certification in the form attached hereto as Exhibit F-1 to the effect that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) and except as noted therein, (i) all documents required to be delivered to it pursuant to this Agreement are in its possession or in the possession of the Custodian on its behalf (other than items listed in Section 2.04(f) above), (ii) any and all documents delivered by the Seller pursuant to Section 2.04 above have been reviewed by it or the Custodian on its behalf and have not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor) and relate to such Mortgage Loan, (iii) based on its examination, or the examination of the Custodian on its behalf, and only as to the foregoing documents, the information set forth on the related Mortgage Loan Schedule accurately reflects the information set forth in the Trustee's Mortgage File and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 above. The Indenture Trustee or Custodian shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. Within 375 days after the Closing Date, the Indenture Trustee shall deliver (or cause to be delivered by the Custodian, if any) to the Servicer, the Seller and the Note Insurer a final certification in the form attached hereto as Exhibit G covering both the Initial Mortgage Loans and all Subsequent Mortgage Loans evidencing the completeness of the Trustee's Mortgage Files (other than items listed in Section 2.04(f) above). The exception report attached to the final certification shall indicate the lack of (i) an original Mortgage Note or a copy of the original Mortgage Note, together with a Lost Note Affidavit in the form of Exhibit W annexed hereto, (ii) a recorded Mortgage, (iii) a recorded Assignment of Mortgage, (iv) a recorded Assignment of Rents, if applicable, (v) the original title insurance policy or a copy thereof and (vi) any of the items listed in Section 2.04(e). Following delivery of the Final Certification, the Indenture Trustee shall (or cause the Custodian to) provide to the Note Insurer, the Seller and the Servicer no less frequently than quarterly, and the Servicer shall provide to the Note Insurer, no less frequently than quarterly, -44-
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updated certifications indicating the then current status of exceptions, until all such exceptions have been eliminated. (b) If the Note Insurer, the Indenture Trustee or the Custodian, if any, on the Indenture Trustee's behalf during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.04 above or the description thereof as set forth in the related Mortgage Loan Schedule, the Indenture Trustee, the Note Insurer or the Custodian (pursuant to the Custodial Agreement), as applicable, shall promptly so notify the Servicer, the Seller, the Note Insurer, the Custodian and the Indenture Trustee. In performing any such review, the Indenture Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.04 above (other than the items listed in Section 2.04(f) above) have been received and further confirming that any and all documents delivered pursuant to such Section 2.04 have been executed and relate to the Mortgage Loans identified in the related Mortgage Loan Schedule and, upon the final certification, to confirm receipt of (i) recorded originals or recorded copies of the items listed in Section 2.04(b) and (c), (ii) a copy of the original Mortgage Note or a copy of the original Mortgage Note, together with a Lost Note Affidavit and (iii) the original title insurance policy or a copy thereof. The Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. The Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Trustee's Mortgage File of which it is so notified by the Indenture Trustee. If, however, within 60 days after the Indenture Trustee's or Custodian's notice to it respecting such defect the Seller has not remedied the defect and the defect materially and adversely affects the interest of the Noteholders in the related Mortgage Loan or the interests of the Note Insurer, the Seller will on the Determination Date next succeeding the end of such 60 day period (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan on the date of purchase (excluding the principal balance of any related Permanent Buydown Companion Loan), plus all accrued and unpaid interest on such Mortgage Loan to but not including the Due Date in the Due Period most recently ended prior to such Determination Date computed at the Mortgage Rate plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Principal and Interest Account (after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan and being held in the related Principal and Interest Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). For purposes of calculating the Available Remittance Amount for any -45-
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Payment Date, amounts paid by the Seller pursuant to this Section 2.05 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. (c) Upon receipt by the Indenture Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and the deposit of the amounts described above in the related Principal and Interest Account (which certification shall be in the form of Exhibit I), the Indenture Trustee shall release (or cause to be released) to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, representation or warranty, and deliver such instruments of transfer presented to it by the Servicer as shall be necessary to transfer such Mortgage Loan to the Seller. On the Payment Date in January of each year, the Indenture Trustee or the Custodian, if any, shall deliver to the Seller, the Servicer and the Note Insurer a certification detailing all releases with respect to the Mortgage Loans for which the Indenture Trustee or the Custodian holds a Trustee's Mortgage File pursuant to this Agreement. Such certification shall be limited to a list of all Trustee's Mortgage Files which were released by or returned to the Indenture Trustee or the Custodian during the prior calendar year, the date of such release or return, the reason for such release or return, and the Person to whom the Trustee's Mortgage File was released and the Person who returned the Trustee's Mortgage File. Section 2.06 [Reserved] Section 2.07 [Reserved.] Section 2.08 Fees and Expenses of the Indenture Trustee. Subject to Section 12.01 hereof, the fees and expenses of the Indenture Trustee hereunder including (i) the annual fees of the Indenture Trustee, payable annually in advance beginning on the Closing Date and on each anniversary thereof, (ii) any other fees, expenses, disbursements and advances to which the Indenture Trustee is entitled, and (iii) reimbursements to the Servicer for any advances made by the Servicer to the related Trustee Expense Account pursuant to Section 6.03, shall be paid from the related Trustee Expense Account in the manner set forth in Section 6.03; provided, however, that the Seller shall be liable for any expenses of the Trust incurred prior to the Closing Date. The fees due to the Indenture Trustee on the Closing Date pursuant to Section 2.08(i) above shall be paid by the Seller on the Closing Date from its own funds. Section 2.09 Application of Principal and Interest. In the event that Net Liquidation Proceeds or Insurance Proceeds on a Liquidated Mortgage Loan are less than the related Principal Balance plus accrued interest thereon, or any -46-
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Mortgagor makes a partial payment of any Monthly Payment due on a Mortgage Loan, such Net Liquidation Proceeds, Insurance Proceeds or partial payment shall be applied to payment of the related Mortgage Note as provided therein, and if not so provided or if the related Mortgaged Property has become an REO Property, first to interest accrued at the related Mortgage Rate and then to principal. Section 2.10 Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the related Pre-Funding Account with respect to each Group, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Indenture Trustee and subject to the other terms and provisions of this Agreement all of the right, title and interest of the Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument, delivered by the Seller on such Subsequent Transfer Date, excepting the Seller's Yield, (ii) principal received and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 above and the other items in the related Mortgage Files; provided, however, that the Seller reserves and retains all right, title and interest in and to principal (including Prepayments, Curtailments and Excess Payments) received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Servicer, the Trust and the Noteholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Seller to the Issuer. On any Subsequent Transfer Date, the purchase price paid by the Issuer from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate principal balances of the related Subsequent Mortgage Loans, other than the Permanent Buydown Companion Loans, so transferred. (b) The Seller shall transfer to the Indenture Trustee as assignee and pledgee of the Issuer the Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.10 (a) above, and the Indenture Trustee shall release funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) except with respect to the first conveyance of Subsequent Mortgage Loans to the Issuer, the Seller shall have provided the Indenture Trustee and the Note Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee or the Note Insurer with respect to the Subsequent Mortgage Loans; -47-
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(ii) the Seller shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule, listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust or the Noteholders or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Seller shall have provided to the Note Insurer at least five (5) Business Days prior to the Subsequent Transfer Date, (a) a data tape (in electronic format acceptable to the Note Insurer) containing such loan level information with respect to the Subsequent Mortgage Loans as reasonably requested by the Note Insurer, and (b) copies of such mortgage loan documents relating to the Subsequent Mortgage Loans as reasonably requested by the Note Insurer and the Note Insurer has consented in writing to such addition; (vii) the Seller shall have confirmed the satisfaction of each condition precedent and representations specified in this Section 2.10(b), and Section 2.10(c) with respect to Group 1 and Section 2.10(d) with respect to Group 2 below in the related Subsequent Transfer Instrument; (viii) the Seller shall have delivered to the Indenture Trustee and the Note Insurer Opinions of Counsel addressed to the Note Insurer, the Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Note Insurer and the Indenture Trustee on the Closing Date regarding certain bankruptcy and corporate matters; (ix) the Indenture Trustee shall have delivered to the Note Insurer and the Seller an Opinion of Counsel addressed to the Seller, the Rating Agencies and the Note Insurer with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Note Insurer and the Seller on the Closing Date regarding certain corporate matters relating to the Indenture Trustee; and (x) the Issuer shall have delivered to the Indenture Trustee, the Note Insurer and the Seller an Opinion of Counsel addressed to the Trustee, the Note Insurer, the Seller and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to such parties on the Closing Date regarding certain corporate matters relating to the Issuer. -48-
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(c) Any conveyance of Group 1 Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following representations and warranties of the Seller: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Subsequent Transfer Instrument and this Agreement; (ii) the Seller will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Noteholders or Certificateholders; (iii) the Seller will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans; and (iv) as of the respective Subsequent Cut-off Date, the Group 1 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be contractually delinquent for two or more consecutive payments as of the related Subsequent Cut-off Date; (B) such Subsequent Mortgage Loan (other than a Subsequent Mortgage Loan that is a Periodic Payment Loan) will not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date and any such Subsequent Mortgage Loan that is a Periodic Payment Loan may not be 28 or more days contractually delinquent as of the related Subsequent Cut-off Date; (C) the original term to maturity of such Subsequent Mortgage Loan will not be less than 60 months and will not exceed 360 months; (D) no more than 3.0% of such Subsequent Mortgage Loans, by aggregate principal balance of the Group 1 Subsequent Mortgage Loans, will have been purchased from any single unaffiliated third party; (E) such Subsequent Mortgage Loan may not provide for negative amortization; (F) such Subsequent Mortgage Loan (other than a Permanent Buydown Companion Loan) will have a Mortgage Rate not less than 7.80% per annum; (G) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Seller--Underwriting Criteria--Group 1" in the Prospectus; (H) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Seller; (I) such Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio (including the Permanent Buydown Companion Loans) greater than 100% as of the related Subsequent Cut-off Date; (J) no Subsequent Mortgage Loan will have a first payment date later than November 1, 2000; and (K) may not be a "SAM" loan. In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Issuer, the Group 1 Mortgage Loans (including the Group 1 Subsequent Mortgage Loans but excluding the Permanent Buydown Companion Loans) as of the end of the Funding Period will: (i) have a weighted average Mortgage Rate of at least 11.48%; (ii) have a weighted average remaining term to stated maturity of not more than 265 months and not less than 253 months; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than 77.50%; (iv) have not in excess of 25% by aggregate principal balance of Group 1 Mortgage Loans that are Balloon Mortgage Loans; (v) have no Group 1 Mortgage Loan with a principal balance in excess of $775,000 with the exception of one Group 1 Mortgage Loan with a principal balance not in excess of $1,161,000; (vi) not have in excess of 11% by aggregate principal balance of Group 1 Mortgage Loans secured by non-owner occupied Mortgaged Properties; (vii) not have a concentration of Mortgaged Properties in a single zip code in excess of 1% by aggregate principal balance of Group 1 Mortgage Loans; (viii) not have in excess of 2% by aggregate principal balance of Group 1 Mortgage Loans secured by Mortgaged Properties that are condominiums; (ix) have at least 78% by aggregate principal balance of Group 1 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties; (x) not have in excess of 6% by aggregate principal balance of Group 1 Mortgage -49-
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Loans secured by Multifamily Properties and Mixed Use Properties; (xi) not have in excess of 14% by aggregate principal balance of Group 1 Mortgage Loans secured by Manufactured Homes; (xii) not have in excess of 1% of Group 1 Mortgage Loans secured by Commercial Properties; (xiii) not have in excess of 23% by aggregate principal balance of Group 1 Mortgage Loans secured by second liens on the related Mortgaged Property; (xiv) have a weighted average number of months since origination of not over 4 months; (xv) have at least 80% of Group 1 Subsequent Mortgage Loans, by aggregate principal balance, with a first payment date on or prior to October 1, 2000; and (xvi) have underwriting class distributions generally consistent with the Group 1 Initial Mortgage Loans. In the sole discretion of the Note Insurer, Group 1 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Issuer; provided, however, that the addition of such Mortgage Loans will not materially affect the aggregate characteristics of Group 1. The first subsequent transfer may contain Mortgage Loans secured by Manufactured Homes but the remaining subsequent transfers shall not include any Mortgage Loan secured by a Manufactured Home. (d) Any conveyance of Group 2 Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following representations and warranties of the Seller: (i) each Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Subsequent Transfer Instrument and this Agreement; (ii) the Seller will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Noteholders or Certificateholders; (iii) the Seller will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans; (iv) as of the respective Subsequent Cut-off Date the Group 2 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Group 2 Subsequent Mortgage Loan may not be contractually delinquent for two or more consecutive payments as of the related Subsequent Cut-off Date; (B) such Subsequent Mortgage Loan will not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date; (C) the original term to maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (D) no more than 5.0% of such Subsequent Mortgage Loans, by aggregate principal balance of Group 2 Subsequent Mortgage Loans, will have been purchased from any single unaffiliated third party; (E) such Subsequent Mortgage Loan may not provide for negative amortization; (F) such Subsequent Mortgage Loan will have a Gross Margin not less than 2.75% per annum; (G) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Seller--Underwriting Criteria--Group 2" in the Prospectus; (H) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Seller; (I) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 95%; (J) such Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11%; (K) such Subsequent Mortgage Loans will have, as of the end of the Group 2 Funding Period, a weighted average number of months since origination of not over 4 months; (L) no Subsequent Mortgage Loan will have a first payment date later than November 1, 2000; and (M) may not be a "SAM" loan. -50-
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In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Issuer, the Group 2 Mortgage Loans (including the Group 2 Subsequent Mortgage Loans) as of the end of the Funding Period will: (i) have a weighted average Gross Margin of at least 6.45% and a weighted average coupon of at least 11.00% per annum; (ii) have a weighted average remaining term to stated maturity of not more than 360 months and not less than 300 months; (iii) have a weighted average Loan-to-Value Ratio of not more than 81%; (iv) have no Group 2 Mortgage Loan with a principal balance in excess of $750,000; (v) not have in excess of 9% by aggregate principal balance of Group 2 Mortgage Loans secured by non-owner occupied Mortgaged Properties; (vi) not have a concentration of Mortgaged Properties in a single zip code in excess of 1% by aggregate principal balance of Group 2 Mortgage Loans; (vii) not have in excess of 4% by aggregate principal balance of Group 2 Mortgage Loans secured by Mortgaged Properties that are condominiums; (viii) have at least 82% by aggregate principal balance of Group 2 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties; (ix) not be secured by Multifamily Properties; (x) not be secured by Mixed Use Properties; (xi) not be secured by Commercial Properties; (xii) not have in excess of 10% of Group 2 Mortgage Loans secured by Manufactured Homes; (xiii) be secured by a first priority lien on the related Mortgaged Property; (xiv) have a weighted average number of months since origination of not over 4 months; (xv) have at least 80% of Group 2 Subsequent Mortgage Loans, by aggregate principal balance, with a first payment date on or prior to October 1, 2000; and (xvi) have underwriting class distributions generally consistent with the Group 2 Initial Mortgage Loans. In the sole discretion of the Note Insurer, Group 2 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Issuer; provided, however, that the addition of such Group 2 Mortgage Loans will not materially affect the aggregate characteristics of Group 2. The first subsequent transfer may contain Mortgage Loans secured by Manufactured Homes but the remaining subsequent transfers shall not include any Mortgage Loan secured by a Manufactured Home. -51-
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ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 Representations of the Seller. The Seller hereby represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the Certificateholders as of the Closing Date: (a) The Seller is a federally chartered stock savings bank, duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state in which a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller and perform its obligations as Seller hereunder; the Seller has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement evidences the valid, binding and enforceable obligation of the Seller; all requisite action has been taken by the Seller to make this Agreement valid, binding and enforceable upon the Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; and the chief executive office and principal place of business of the Seller is located in the county of DuPage in the state of Illinois; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Seller makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Notes and the execution and delivery by the Seller of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other documents on the part of the Seller and the performance by the Seller of its obligations as Seller or Servicer under this Agreement and such of the other documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement will not result in the breach of any terms or provisions of the charter or by-laws of the Seller or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the -52-
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acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Seller or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject; (d) Neither this Agreement nor the Prospectus 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 of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened against the Seller which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller or in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or in any material liability on the part of the Seller or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein, or which would be likely to impair materially the ability of the Seller to perform under the terms of this Agreement; (f) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially and adversely affect its performance hereunder; (g) Upon the receipt of each Trustee's Mortgage File by the Indenture Trustee under this Agreement, the Issuer will have good title to each Mortgage Loan (other than the Seller's Yield and amounts received on or after the Cut-off Date in the case of Initial Mortgage Loans or on or after a Subsequent Cut-off Date in the case of Subsequent Mortgage Loans in respect of interest accrued on the Mortgage Loans prior to the Cut-off Date or prior to the Subsequent Cut-off Date, as the case may be) and such other items comprising the corpus of the Trust free and clear of any lien (other than liens which will be simultaneously released); (h) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (i) The origination and collection practices used by the Seller with respect to each Mortgage Note and Mortgage have been in all material respects legal, proper, prudent and customary in the first and second mortgage origination and servicing business with respect to Group 1, and legal, proper, prudent and customary in the first mortgage origination and servicing business with respect to Group 2; -53-
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(j) Considering the size of each Pre-Funding Account and the frequency of prepayments, defaults, "fall-out" due to the borrower choosing another lender or exercising its right of rescission, defective documentation and other circumstances that would disqualify a mortgage loan from being purchased as a Subsequent Mortgage Loan hereunder, the mortgage loans listed on each Proposed Subsequent Mortgage Loan Schedule do not represent an unreasonably large pool of mortgage loans from which to obtain the majority of the related Subsequent Mortgage Loans; and (k) The Seller has not transferred the Mortgage Loans with any intent to hinder, delay or defraud creditors. Section 3.02 Individual Mortgage Loans. (a) With respect to the Mortgage Loans, the Seller hereby represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the Certificateholders, with respect to each Initial Mortgage Loan as of the Closing Date, and with respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(c) and 2.10(d) above and modified to the extent stated therein in the case of Subsequent Mortgage Loans: (i) The information with respect to each Mortgage Loan set forth in the related Mortgage Loan Schedule is true and correct; (ii) All of the original or certified documentation required to be delivered by the Seller to the Indenture Trustee or to the Custodian on the Closing Date or a Subsequent Transfer Date or as otherwise provided in Section 2.04 above has or will be so delivered as provided; (iii) Each Mortgaged Property is improved by a Single Family Property, Multifamily Property, Mixed Use Property or Commercial Property, which, to the best of the Seller's knowledge, does not include cooperatives and does not constitute other than real property under state law; (iv) Each Mortgage Loan is being serviced by the Servicer or one or more Subservicers; (v) Except with respect to liens released immediately prior to the transfer herein contemplated, 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 subject to no liens, charges, mortgages, encumbrances or rights of others; and immediately upon the transfer and assignment herein contemplated, the Issuer will hold good and indefeasible title to, and be the sole owner of, each Mortgage Loan subject to no liens, charges, mortgages, encumbrances or rights of others and the Seller has not sold, transferred, assigned or pledged any Mortgage Loan to any Person other than the Indenture Trustee on behalf of the Issuer; -54-
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(vi) There is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in average repair; (vii) The Mortgage Loan is not and will not be subject to any right of rescission, set-off, counterclaim or defense, including 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 to the best of the Seller's knowledge, there are no proceedings pending or threatened wherein the Mortgagor or any governmental entity or agency has alleged that any Mortgage Loan is illegal and unenforceable; (viii) 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 such Mortgage except those which are insured against by the title insurance policy referred to in Section 3.02(a)(x) below; (ix) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer protection equal credit opportunity and disclosure laws; (x) With respect to each Mortgage Loan, a written commitment for a lender's title insurance policy, issued in standard American Land Title Association or California 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, together with a condominium endorsement or a manufactured housing unit (American Land Title Association 7) endorsement (stating that the insurer agrees that the related manufactured housing unit is included with the term "land" when used in the title policy), if applicable, in an amount at least equal to the original Principal Balance of such Mortgage Loan insuring the mortgagee's interest under the related Mortgage Loan as the holder of a valid first or second mortgage lien of record with respect to Group 1, or a valid first mortgage lien of record with respect to Group 2, on the real property described in the Mortgage, subject only to exceptions of the character referred to in Section 3.02(b)(iii) and (c)(ii), as applicable, was effective on the date of the origination of such Mortgage Loan, and, as of the Closing Date, such commitment will be valid and thereafter the policy issued pursuant to such commitment shall continue in full force and effect. With respect to each Mortgage Loan, the mortgagee is the sole named insured of such mortgage title insurance policy, and such mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of the Issuer upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the mortgagee, has done, by act or omission, anything that would impair the coverage of such mortgage title insurance policy; -55-
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(xi) The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Sections 5.07 and 5.08; (xii) A flood insurance policy is in effect with respect to each Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Sections 5.07 or 5.08, if and to the extent required by such Section 5.07 or 5.08; (xiii) 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 Mortgage Loan documents and convey the estate therein purported to be conveyed; (xiv) The Seller has caused or will cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Issuer in any insurance policies applicable to the Mortgage Loans including, without limitation, 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 Issuer; (xv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any material respect, except by a written instrument which has been recorded or is in the process of being recorded, if necessary, to protect the interest of the Noteholders, the Note Insurer and Certificateholders and which has been or will be delivered to the Indenture Trustee or the Custodian. The substance of any such alteration, waiver or modification is reflected on the related Mortgage Loan Schedule and the substance of any such alteration, waiver or modification has been approved by the applicable title insurer, to the extent required under the applicable title insurance policy. Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller (or, subject to Section 2.04 above, are in the process of being recorded, or are, in the Opinion of Counsel to the Seller, not required to be recorded) and each Mortgage, Assignment of Mortgage and Assignment of Rents, if any, is in recordable form or, if as a result of the related Mortgage not having been returned from the applicable recording office, the Assignment of Mortgage excluding information to be provided by the recording office, and is acceptable for recording under the laws of the jurisdiction where the Mortgaged Property is located; (xvi) No instrument of release satisfaction, cancellation, rescission or subordination (other than a First Lien, if any) or waiver has been executed in connection with the Mortgage Loan, and no Mortgagor has been released, in whole or in part; -56-
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(xvii) There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Except for payments in the nature of escrow payments, including without limitation, taxes and insurance payments, the Servicer has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest; (xviii) There is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, 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; (xix) To the best of the Seller's knowledge, all of the improvements which were included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property; (xx) To the best of the Seller's knowledge, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation. To the best of the Seller's knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the 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 the Mortgaged Property is lawfully occupied under applicable law; (xxi) The proceeds of the Mortgage Loan have been fully disbursed, and there is no obligation on the part of the mortgagee to make future advances thereunder. Any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the Mortgage Loans were paid; (xxii) Except with respect to certain of the Multifamily Loans, Mixed Use Loans and Commercial Loans, 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 and, in the case of such Multifamily Loans, Mixed Use Loans and Commercial Loans, the related Assignment of Leases and UCC financing statements, if any; -57-
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(xxiii) There is no obligation on the part of the Seller or any other party to make payments in addition to those made by the Mortgagor; (xxiv) 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 Issuer to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor; (xxv) No Mortgage Loan has a shared appreciation feature, or other contingent interest feature. No Mortgage Loan provides for negative amortization. Except with respect to Deferred Payment Loans, no Mortgage Loan provides for deferred interest. No Group 2 Mortgage Loan requires or permits the Mortgagor to convert the Mortgage Rate to a fixed rate; (xxvi) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require qualification or licensing; (xxvii) The Mortgage contains a customary provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder; (xxviii) Any future advances made prior to (and excluding) the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan. The Mortgage Note does not permit or obligate the Servicer to make future advances to the Mortgagor at the option of the Mortgagor; (xxix) The related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the 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 to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage except as set forth in the Prospectus; (xxx) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or -58-
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with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither the Servicer nor the Seller has waived any default, breach, violation or event of acceleration; (xxxi) 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; (xxxii) All amounts received after the Cut-off Date with respect to the Mortgage Loans (other than the Seller's Yield, and amounts in respect of interest accrued on the Mortgage Loans on or prior to the Cut-off Date) have been deposited into the Principal and Interest Account and are, as of the Closing Date, in the Principal and Interest Account; (xxxiii) Each Mortgage Loan conforms, and all such Mortgage Loans in the aggregate conform, to the description thereof set forth in the Prospectus; (xxxiv) The Mortgage Loans were not selected by the Seller for inclusion in the Trust on any basis intended to adversely affect the Trust or the Note Insurer; (xxxv) A full appraisal was performed in connection with each Mortgaged Property; (xxxvi) As of the Cut-off Date, the Seller does not know or have reason to know of any circumstances that would cause any Mortgagor to default under its Mortgage Loan or the related Mortgage Note; (xxxvii) As of the Cut-off Date, with respect to any Mortgaged Property, the Seller has no actual knowledge that there exist any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in CERCLA, or other federal, state or local environmental legislation or any violation of any local, state or federal environmental law, rule or regulation; (xxxviii) With respect to each Mortgaged Property subject to a land trust (a "Land Trust Mortgage") (i) a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named as such in the land trust agreement and such trustee is named in the Land Trust Mortgage as Mortgagor; (ii) all fees and expenses of the land trustee which have previously become due on owing have been paid and no fees or expenses are or will become payable by the Noteholders, the Certificateholders or the Trust to the land trustee under the land trust agreement; (iii) the beneficiary is solely obligated to pay any fees and expenses of the land trustee and the priority of the lien of the Land Trust Mortgage is not and will not be primed by the land trustee; (iv) if the Mortgaged Property is owner-occupied, the Mortgaged Property is occupied by the beneficiary under the land trust agreement and, if such land trust agreement terminates, the beneficiary will become the owner of the Mortgaged Property; (v) the beneficiary is obligated to make payments under the Note and will have personal liability for deficiency judgments -59-
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to the extent permitted by law; (vi) the Land Trust Mortgages were made in compliance with their respective land trust agreements, were validly entered into by their respective land trust trustee and did not, do not currently, and will not in the future, violate any provision of their respective land trust agreement, nor any agreement between or amongst the beneficiaries of any one land trust; (vii) the Land Trust Mortgages are the first (or in the case of Group 1, first or second) liens on the Mortgaged Properties; no liens are in place against the beneficial interests, or any part thereof of any Land Trust Mortgage or collateral assignment of beneficial interest, which liens are superior to the interest held by the Seller; and the beneficial interest, or any part thereof, of any Land Trust Mortgage or collateral assignment of beneficial interest has not been pledged as security for any other debt; and the land trust trustee is forbidden, pursuant to a written agreement between the land trust trustee and the Mortgagee, from using the land trust property, or any part, as security for any other debt until the expiration date of its respective Note; and (viii) the terms and conditions of the land trust agreement do not prevent the free and absolute marketability of the Mortgaged Property and satisfy all terms and conditions of applicable law. As of the Cut-off Date, the Principal Balance of Land Trust Mortgage Loans with related Mortgaged Properties subject to land trusts does not exceed 1% of the Original Pool Principal Balance; (xxxix) As of the Cut-off Date, no more than 1% of the Original Pool Principal Balance are Mortgaged Properties located in Maryland subject to ground leases; (xl) If a Mortgaged Property is subject to a ground lease, either (a) the ground lessor's fee interest is subordinated to the lien of the Mortgage or (b) the following applies to the ground lease: (1) such ground lease is in full force and effect, and the Seller has received no notice that an event of default has occurred thereunder, and, to the Seller's actual knowledge, there exists no condition that, but for the passage of time or the giving of notice, or both, would result in an event of default under the terms of such ground lease; (2) such ground lease, estoppel letter or other agreement, judicial procedure or state or municipal law or regulation requires the lessor under such ground lease to give notice of any default by the lessee to the mortgagee under such Mortgage Loan; (3) the Mortgagee under such Mortgage Loan is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under such ground lease) to cure any default under such ground lease, which is curable after the receipt of notice of any such default, before the lessor thereunder may terminate such ground lease; and -60-
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(4) such ground lease has an original term (including any extension options set forth therein) which extends beyond the term of the maturity date of the related Mortgage Loan. (xli) Each of the Manufactured Homes is a "single residence" which has a minimum of 784 square feet of living space and a minimum of 14 feet wide by 56 feet in length and which is of a kind customarily used at a fixed location; and (xlii) Each Manufactured Home Loan is, and at all times shall be, secured by a first lien on the related Manufactured Home. (b) With respect to the Group 1 Mortgage Loans, the Seller hereby represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the Certificateholders, with respect to each Group 1 Initial Mortgage Loan, as of the Closing Date, and with respect to each Group 1 Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(c) above and modified to the extent stated therein in the case of Group 1 Subsequent Mortgage Loans: (i) The Mortgage Note related to each Mortgage Loan bears a fixed Mortgage Rate; (ii) Approximately 23.51% of the Original Group 1 Principal Balance are balloon loans which provide for a final Monthly Payment substantially greater than the preceding Monthly Payments. All of such balloon loans provide for Monthly Payments based on a 30-year amortization schedule with a final balloon payment at the end of the 15th year. Mortgage Loans constituting approximately 12.05% of the Original Group 1 Principal Balance are Periodic Payment Loans. Mortgage Loans constituting approximately 9.97% of the Original Group 1 Principal Balance are Mortgage Loans for which the related Mortgagor has been provided 26, 52 or 65 payment vouchers, at origination of each such Mortgage Loan. Mortgage Loans constituting approximately 5.49% of the Original Group 1 Principal Balance are Mortgage Loans for which the related Mortgagor has been provided an unlimited number of payment vouchers at origination of each such Mortgage Loan. Payment vouchers may be used at the option of the related Mortgagor at any time during the life of the related Mortgage Loan (provided the Mortgagor is not 30 days or in some cases 60 days delinquent at such time) to defer the payment of the principal portion of the corresponding payment and pay only the interest portion due on such payment date. Any principal so deferred will increase the principal balance that would otherwise be due at the maturity of such Mortgage Loan, creating a final balloon payment that may be substantially greater than any other previous payment, and may be equal to the entire original principal balance of the Mortgage Loan. Each other Mortgage Note will provide for a schedule of substantially equal Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Mortgage Note on or before its maturity date. Approximately 9.37% of the Group 1 Principal Balance are Permanent Buydown Loans. -61-
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(iii) Each Mortgage is a valid and subsisting first or second lien of record on the Mortgaged Property subject, in the case of any second Mortgage Loan, only to a First Lien on such Mortgaged Property and 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 second mortgage lending companies, 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; (iv) With respect to each Mortgage Loan secured by a second priority lien, the related First Lien requires equal monthly payments, or if it bears an adjustable interest rate, the monthly payments for the related First Lien may be adjusted no more frequently than monthly; with respect to substantially all of the Mortgage Loans secured by a second priority lien, at the time of the origination of the Mortgage Loan the related First Lien was at least 12 months old and at least 12 Monthly Payments had been made by the Mortgagor; (v) Either (a) no consent for the Mortgage Loan is required by the holder of the related First Lien or (b) such consent has been obtained and is contained in the Mortgage File; (vi) With respect to any First Lien that provides for negative amortization or deferred interest, the balance of such First Lien used to calculate the CLTV for the Mortgage Loan is based on the maximum amount of negative amortization or deferred interest possible under such First Lien; (vii) The maturity date of each Mortgage Loan secured by a second priority lien is prior to the maturity date of the related First Lien if such First Lien provides for a balloon payment; (viii) Approximately 76.41% of the Original Group 1 Principal Balance was originated and underwritten by the Seller and the remainder of the Mortgage Loans were purchased and re-underwritten by the Seller in accordance with the underwriting criteria set forth in the Prospectus; (ix) The Mortgage Rate for each Group 1 Initial Mortgage Loan (other than a Permanent Buydown Companion Loan) as of the Cut-off Date is not less than approximately 7.125% and not more than approximately 16.800%; (x) As of the Cut-off Date, none of the Group 1 Mortgage Loans were contractually delinquent for two or more payments. Three of the Group 1 Mortgage Loans have been contractually delinquent for two consecutive payments on an occasion prior to the Cut-off Date; (xi) No more than approximately 0.85% of the Original Group 1 Principal Balance is secured by Mortgaged Properties located within any single zip code area; -62-
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(xii) Approximately 89.75% of the Group 1 Original Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, approximately 0.68% of the Original Group 1 Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 90.43% of the Original Group 1 Principal Balance is secured by Owner-Occupied Mortgaged Property. Approximately 16.23% of the Original Group 1 Principal Balance is secured by investor properties; (xiii) Approximately 69.67% of the Original Group 1 Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 0.99% of the Original Group 1 Principal Balance is secured by units in condominiums. Approximately 13.86% of the Original Group 1 Principal Balance is secured by Manufactured Homes. No more than approximately 7.26% of the Original Group 1 Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 1.97% of the Original Group 1 Principal Balance is secured by units in a planned unit development. Approximately 4.57% of the Original Group 1 Principal Balance is secured by Multifamily Properties, and no more than approximately 1.13% of the Original Group 1 Principal Balance is secured by Mixed Use Properties. Approximately 0.55% of the Original Group 1 Principal Balance is secured by Commercial Properties; (xiv) Not more than 0.17% of the Group 1 Initial Mortgage Loans, by Original Group 1 Principal Balance, provide that the mortgage rate stated in the related mortgage note will be reduced by 2% during the first twelve month period of the loan, and reduced by 1% during the second twelve month period of the loan, after which such stated mortgage rate will apply; (xv) Not more than 16.47% of the Group 1 Initial Mortgage Loans, by Original Group 1 Principal Balance, are Section 32 Loans. All notices required to be delivered to the related Mortgagor pursuant to the Home Ownership and Equity Protection Act of 1994 ("HOEPA") have been delivered with respect to each Section 32 Loan and all other requirements of HOEPA have been complied with for each Section 32 Loan; and (xvi) Not more than 21.25% of the Group 1 Initial Mortgage Loans, by Original Group 1 Principal Balance are loans secured by a second priority lien on the related Mortgaged Property. (c) With respect to the Group 2 Mortgage Loans, the Seller hereby represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the Certificateholders, with respect to each Group 2 Initial Mortgage Loan, as of the Closing Date, and with respect to each Group 2 Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(d) above and modified to the extent stated therein in the case of Group 2 Subsequent Mortgage Loans; provided, however, that in the case of the Subsequent Mortgage Loans, reference to the "Original Group 2 Principal Balance" and percentages thereof shall not apply: -63-
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(i) None of the Mortgage Loans are balloon loans. Approximately 1.41% of the Original Group 2 Principal Balance is subject to the One-Year Treasury Index and approximately 98.59% of the Original Group 2 Principal Balance is subject to the Six-Month LIBOR Index. With respect to each Mortgage Loan on each Adjustment Date, the Mortgage Rate will be adjusted to equal the related Index plus the Gross Margin, rounded to the nearest 0.125%, subject to the related Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate. Under each Mortgage Note, interest is payable in arrears. The Mortgage Loans have a Mortgage Rate subject to annual or semiannual adjustment after an initial six-month, twelve-month, twenty- four month or thirty-six month period. Each Mortgage Loan has an original term to maturity which will not be less than 120 months and will not exceed 360 months; (ii) Each Mortgage is a valid and subsisting first lien of record on the Mortgaged Property subject in all cases to the exceptions to title set forth in the title insurance policy, 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; (iii) With respect to each Mortgage Loan, no loan junior in lien priority to such Mortgage Loan and secured by the related Mortgaged Property was originated by the Seller at the time of origination of such Mortgage Loan; (iv) The Gross Margins on the Mortgage Loans range from approximately 2.950% to 10.500% and the weighted average Gross Margin as of the Cut-off Date is approximately 6.493% per annum; (v) Approximately 54.01% of the Original Group 2 Principal Balance were originated and underwritten by the Seller and the remainder of the Mortgage Loans were purchased and re-underwritten by the Seller in accordance with the underwriting criteria set forth in the Prospectus; (vi) The Mortgage Rates borne by the Mortgage Loans as of the Cut-off Date range from 7.250% per annum to 15.490% per annum and the weighted average Mortgage Rate as of the Cut-off Date is 11.185% per annum; (vii) Each Mortgage Loan that was originated on or after March 11, 1994, has an initial or next Adjustment Date no later than June 1, 2003; (viii) Each Mortgage Loan bears interest based on a 360-day year consisting of twelve 30-day months; (ix) As of the Cut-off Date, no payment on any Group 2 Mortgage Loan is delinquent for one or more consecutive payments. Except with respect to eight of the Group 2 -64-
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Mortgage Loans, none of the Group 2 Mortgage Loans have been delinquent with respect to one payment on any occasion prior to the Cut-off Date; (x) No more than approximately 0.42% of the Original Group 2 Principal Balance is secured by Mortgaged Properties located within any single zip code area; (xi) Approximately 92.05% of the Original Group 2 Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, 0.77% of the Group 2 Mortgage Loans are secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 92.82% of the Original Group 2 Principal Balance is secured by Owner Occupied Mortgaged Property; (xii) Approximately 72.80% of the Original Group 2 Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 2.63% of the Original Group 2 Principal Balance is secured by units in condominiums. No more than approximately 12.39% of the Original Group 2 Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 2.53% of the Original Group 2 Principal Balance is secured by units in planned unit developments. Approximately 9.65% of the Original Group 2 Principal Balance is secured by Manufactured Homes. Approximately 16.16% of the Original Group 2 Principal Balance is secured by investor properties. None of the Group 2 Mortgage Loans are secured by Multifamily Properties, Mixed Use Properties or Commercial Properties; (xiii) Not more than 0.12% of the Group 2 Initial Mortgage Loans, by Original Group 2 Principal Balance, provide that the mortgage rate stated in the related mortgage note will be reduced by 2% during the first twelve month period of the loan and reduced by 1% during the second twelve month period of the loan, after which such stated mortgage rate will apply; (xiv) Not more than 1.99% of the Group 2 Initial Mortgage Loans, by Original Group 2 Principal Balance, are Section 32 Loans. All notices required to be delivered to the related Mortgagor pursuant to HOEPA have been delivered with respect to each Section 32 Loan and all other requirements of HOEPA have been complied with for each Section 32 Loan. (d) With respect to the Permanent Buydown Companion Loans included in the Group 1 Mortgage Loans, the Seller hereby represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the Certificateholders that, as of the Closing Date and as of the related Subsequent Transfer Date: (i) The Permanent Buydown Companion Loans have an aggregate principal balance outstanding as of the Cut-off Date of $1,181,591.90. (ii) The Permanent Buydown Companion Loans have an original term to maturity of 5 years; and -65-
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(iii) As of the Cut-off Date, no payment on any Permanent Buydown Companion Loan is delinquent for two or more consecutive payments and none of the Permanent Buydown Companion Loans have been delinquent for two consecutive payments on any occasion prior to the Cut-off Date. Section 3.03 Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Seller, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders or the Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Securityholders or the Note Insurer, or which materially and adversely affects the interests of the Note Insurer or the Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage Loan, in the manner and at the price specified in Section 2.05(b) above or (2) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments -66-
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received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that, except as provided in Section 3.04(b) of the Insurance Agreement, the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement. -67-
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ARTICLE IV [RESERVED] -68-
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ARTICLE V ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS Section 5.01 Duties of the Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has been designated an approved seller-servicer by Freddie Mac or Fannie Mae for first and second mortgage loans with respect to Group 1, and for first mortgage loans with respect to Group 2 or (y) is an Affiliate of the Servicer. The Servicer shall give written notice to the Note Insurer and the Indenture Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Issuer, the Noteholders, the Note Insurer and Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. With respect to any Mortgage Note released by the Indenture Trustee to the Servicer or to any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02, prior to such release, the Indenture Trustee or, if a Custodian has been appointed pursuant to the Indenture, the Custodian shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of LaSalle Bank National Association, as Indenture Trustee under the Indenture, dated as of June 1, 2000, Series 2000-2" and (b) complete a restrictive endorsement that reads "LaSalle Bank National Association is the holder of the mortgage -69-
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note for the benefit of the Noteholders and the Note Insurer under the Indenture, dated as of June 1, 2000, Series 2000-2" with respect to those Mortgage Notes currently endorsed "Pay to the order of holder", if any. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Note Insurer, the Noteholders and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.01(d). (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicer Default), the Indenture Trustee or its designee shall, subject to Section 10.02, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee elects to terminate any Subservicing Agreement in accordance with its terms. The Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Indenture Trustee (or its designee) shall have no liability or obligations under any Subservicing Agreements with respect to any period prior to becoming the new Servicer, whether for acts or omissions of the Servicer or otherwise, and the Servicer shall not by virtue of such replacement be relieved of any such liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders or the Certificateholders and the Note Insurer, provided, however, notwithstanding any provision of this Agreement to the contrary, the Servicer shall not consent to, make or permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan unless (A) the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Servicer, such default is reasonably foreseeable and (B) in the sole judgment of the Servicer such modification would increase the proceeds of such Mortgage Loan and (C) the Note Insurer has consented to such modification. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Noteholders and Certificateholders be added to the amount -70-
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owing under the related Mortgage Loan. Without limiting the generality of the foregoing, and subject to the consent of the Note Insurer, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Issuer and each Noteholder and Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Issuer shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure, REO Property management procedures and the making of Servicing Advances) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted first and second mortgage servicing practices of prudent lending institutions with respect to Group 1, and in accordance with accepted first mortgage servicing practices of prudent lending institutions with respect to Group 2, and giving due consideration to the Note Insurer's and the Securityholders reliance on the Servicer. (f) On and after such time as the Issuer and Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations hereunder with respect to a Group, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to such Section 9.04, the Indenture Trustee or its designee shall assume all of the rights and obligations of the Servicer hereunder with respect to such Group, subject to Section 10.02. The Servicer shall, upon request of the Indenture Trustee but at the expense of the Servicer, deliver to the Indenture Trustee all documents and records relating to the related Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights with respect to such Group and obligations to the assuming party. Section 5.02 Liquidation of Mortgage Loans. In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 5.01 above is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicer shall take such action as it shall deem to be in the best interest of the Note Insurer and the Securityholders. The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee for the benefit of the Securityholders and the Note Insurer of Mortgaged Properties relating to defaulted Mortgage Loans as to which no satisfactory arrangements can be made for collection of delinquent payments in accordance with the provisions of Section 5.10, provided, however, that the Servicer shall not be obligated to foreclose in the event that the Servicer, in its good faith reasonable judgment, determines that it would not be in the best interests of the Securityholders or the Note -71-
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Insurer, which judgment shall be evidenced by an Officer's Certificate delivered to the Indenture Trustee and the Note Insurer. In connection with such foreclosure or other conversion, the Servicer shall exercise collection and foreclosure procedures with the same degree of care and skill in its exercise or use as it would exercise or use under the circumstances in the conduct of its own affairs. Any amounts advanced in connection with such foreclosure or other action shall constitute Servicing Advances. After a Mortgage Loan has become a Liquidated Mortgage Loan, the Servicer shall promptly prepare and forward to the Indenture Trustee and the Note Insurer and, upon request, any Securityholder, a Liquidation Report certified by a Responsible Officer, in the form attached hereto as Exhibit M, detailing the Liquidation Proceeds received from the Liquidated Mortgage Loan, expenses incurred with respect thereto, and any loss incurred in connection therewith; provided that the Servicer shall deliver the Liquidation Report to the Note Insurer in electronic format. Section 5.03 Establishment of Principal and Interest Accounts; Deposits in Principal and Interest Accounts. With respect to each Group, the Servicer shall cause to be established and initially maintained with the Indenture Trustee one or more Principal and Interest Accounts, which shall be Eligible Accounts, titled, with respect to Group 1, "Group 1 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2", and with respect to Group 2, "Group 2 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." Subsequent to the Closing Date, the Servicer may transfer the related Principal and Interest Account to another institution, provided that each Principal and Interest Account shall be an Eligible Account and all amounts therein shall be invested only in Permitted Instruments. The creation of any Principal and Interest Account shall be evidenced by a letter agreement in the form of Exhibit C. A copy of such letter agreement shall be furnished on the Closing Date to the Issuer, Indenture Trustee, the Note Insurer and, upon request, any Noteholder or Certificateholder. With respect to each Group, the Servicer shall deposit (without duplication) the following amounts with respect to such Group within one (1) Business Day of receipt of good funds in the related Principal and Interest Account and retain therein: (i) all payments due after the Cut-off Date with respect to the Initial Mortgage Loans or after a Subsequent Cut-off Date with respect to the Subsequent Mortgage Loans on account of principal on the Mortgage Loans and all Excess Payments, Principal Prepayments and Curtailments received after the Cut-off Date, or after the Subsequent Cut-off Date, as the case may be, and other than the Seller's Yield; (ii) all payments due after the Cut-off Date with respect to the Initial Mortgage Loans, or after a Subsequent Cut-off Date with respect to the Subsequent Mortgage Loans, on account of interest on the Mortgage Loans; -72-
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(iii) all Net Liquidation Proceeds; (iv) all Insurance Proceeds; (v) all Released Mortgaged Property Proceeds; (vi) any amounts payable in connection with the repurchase of any Mortgage Loan and the amount of any Substitution Adjustment pursuant to Sections 2.05 and 3.03 above; and (vii) any amount required to be deposited in the related Principal and Interest Account pursuant to Sections 5.04, 5.08 or 11.01. The foregoing requirements for deposit in the related Principal and Interest Account shall be exclusive; it being understood and agreed that, without limiting the generality of the foregoing, the Seller's Yield, the Servicing Fee with respect to each Mortgage Loan, late payment charges and assumption fees, to the extent permitted by Sections 7.01 and 7.03, and Excess Proceeds need not be deposited by the Servicer in the related Principal and Interest Account. Any interest earnings on funds held in the related Principal and Interest Account shall be for the account of the Servicer and may only be withdrawn from the related Principal and Interest Account by the Servicer immediately following its monthly remittance of the Available Remittance Amount and the Excess Spread to the Indenture Trustee. Any reference herein to amounts on deposit in the related Principal and Interest Account shall refer to amounts net of such investment earnings. Section 5.04 Permitted Withdrawals From the Principal and Interest Account. With respect to each Group, the Servicer shall withdraw or cause to be withdrawn funds from the related Principal and Interest Account for the following purposes: (i) to effect the remittance to the Indenture Trustee on the Determination Date of the Excess Spread and the amounts set forth in clause (i) of the definition of Available Remittance Amount. For the purposes of this Section 5.04(i), the calculation of the Available Remittance Amount shall be made without reference to the actual deposit of funds in the related Note Distribution Account; (ii) to reimburse itself for any accrued unpaid Servicing Fees, unreimbursed Monthly Advances and unreimbursed Servicing Advances and any amount described in Section 6.13(b) or Section 6.13(c) or Section 6.13(d) deposited in the related Note Distribution Account and attributable to the conveyance to the Indenture Trustee of a Subsequent Mortgage Loan that does not have a payment date during the related Due Period, if the Servicer is the Seller. The Servicer's right to reimbursement for accrued and unpaid Servicing Fees and unreimbursed Servicing Advances shall be limited to late collections on the related Mortgage Loan, including Liquidation -73-
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Proceeds, Released Mortgaged Property Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer from the related Mortgagor with respect to a Group or otherwise relating to the Mortgage Loan in respect of which such unreimbursed amounts are owed (including amounts paid by the Seller in connection with the purchase or substitution of Mortgage Loans pursuant to Section 2.05 or 3.03 above). The Servicer's right to reimbursement for unreimbursed Monthly Advances and amounts described in Section 6.13(b), Section 6.13(c) or 6.13(d) (if the Servicer is the Seller) shall be limited to collections of interest on any Mortgage Loan; provided that the Servicer shall not be entitled to reimbursement from Liquidation Proceeds for Monthly Advances made pursuant to Section 6.09(c) or Section 6.09(d), or for amounts deposited in the related Note Distribution Account pursuant to Section 6.13(b), Section 6.13(c) or 6.13(d) and attributable to the conveyance to the Issuer of a Subsequent Mortgage Loan that does not have a payment date during the related Due Period. It is understood that the Servicer's right to reimbursement pursuant hereto shall be senior to the rights of Securityholders unless the Seller or any of its affiliates is the Servicer and the Seller is required to repurchase or substitute a Mortgage Loan pursuant to Section 2.05 or 3.03 above, in which case the Servicer's right to such reimbursement shall be subordinate to the rights of the Issuer to receive the purchase price or substitution adjustment pursuant to such Sections 2.05 and 3.03; (iii) to withdraw any amount received from a Mortgagor that is recoverable and sought to be recovered as a Preference Amount by a trustee in bankruptcy pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction; (iv) (a) to make investments in Permitted Instruments and (b) to pay to itself interest earned in respect of Permitted Instruments or on funds deposited in the related Principal and Interest Account; (v) to withdraw any funds deposited in the related Principal and Interest Account that were not required to be deposited therein (such as Servicing Compensation) or were deposited therein in error; (vi) to pay itself Servicing Compensation pursuant to Section 7.03 to the extent not retained or paid pursuant to Section 5.03 or 5.04(ii); (vii) to remit to the Indenture Trustee any amount which was deposited pursuant to Section 11.01 to cover unpaid fees and expenses of the Indenture Trustee; and (viii) to clear and terminate the related Principal and Interest Account upon the termination of this Agreement with any amounts on deposit therein being paid to the -74-
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Servicer and/or the Seller to the extent of any Reimbursable Amounts and the remainder to the Certificate Paying Agent for distribution to the Certificateholders. So long as no Event of Servicer Default shall have occurred and be continuing, the funds held in the related Principal and Interest Account may be invested by the Servicer (to the extent practicable) in Permitted Instruments, as directed in writing to the Indenture Trustee by the Servicer. In either case, funds in the related Principal and Interest Account must be available for withdrawal without penalty, and any Permitted Instruments must mature not later than the Business Day immediately preceding the Determination Date next following the date of such investment (except that if such Permitted Instrument is an obligation of the institution that maintains the related Principal and Interest Account, then such Permitted Instrument shall mature not later than such Determination Date) and shall not be sold or disposed of prior to its maturity. All Permitted Instruments in which funds in the related Principal and Interest Account are invested must be held by or registered in the name of "Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." All interest or other earnings from funds on deposit in the related Principal and Interest Account (or any Permitted Instruments thereof) shall be the exclusive property of the Servicer, and may be withdrawn from the related Principal and Interest Account pursuant to clause (iv) above and the penultimate sentence of Section 5.03 above. The amount of any losses incurred in connection with the investment of funds in the related Principal and Interest Account in Permitted Instruments shall be deposited in the related Principal and Interest Account by the Servicer from its own funds immediately as realized without reimbursement therefor. Section 5.05 Payment of Property Taxes, Insurance and Other Charges. With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting fire and hazard insurance coverage. With respect to each Mortgage Loan as to which the Servicer maintains escrow accounts, the Servicer shall maintain accurate records reflecting the status of ground rents, real estate taxes and assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of primary mortgage guaranty insurance premiums, if any, and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in any escrow account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for escrow payments, the Servicer shall monitor such payments to determine if they are made by the Mortgagor. Any out-of-pocket expenses incurred by the Servicer pursuant to this Section 5.05, including without limitation any advances of such payments, shall constitute Servicing Advances. -75-
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Section 5.06 Transfer of Accounts; Monthly Statements. Notwithstanding Section 5.03 above, the Principal and Interest Accounts and each of the other Accounts other than the Pre-Funding Accounts shall be established, as of the Closing Date, with the Indenture Trustee as Eligible Accounts pursuant to clause (B) of the definition thereof. The Pre-Funding Accounts shall be established, as of the Closing Date, as Eligible Accounts pursuant to clause (A) of the definition thereof. The Principal and Interest Accounts and each of the Accounts or any of them may, upon written notice to the Indenture Trustee and the Note Insurer, be transferred to a different depository institution so long as such transfer is to an Eligible Account. The Note Insurer shall be provided with a monthly statement of activity in the Principal and Interest Accounts and the Accounts from each party holding such accounts. Section 5.07 Maintenance of Hazard Insurance. The Servicer shall cause to be maintained, subject to the provisions of Section 5.08, fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located, in an amount which is at least equal to the least of (a) the outstanding principal balance owing on the Mortgage Loan, and the First Lien, with respect to Group 1, (b) the full insurable value of the premises securing the Mortgage Loan and (c) the minimum amount required to compensate for damage or loss on a replacement cost basis. If at the origination of the Mortgage Loan or at any time during the term of the Mortgage Loan the Servicer determines that the Mortgaged Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, the Servicer will cause to be purchased a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the lesser of (i) the outstanding principal balance of the Mortgage Loan or (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. The Servicer shall also maintain, to the extent such insurance is available, on REO Property, fire and hazard insurance in the amounts described above, liability insurance and, to the extent required and available under the National Flood Insurance Act of 1968, as amended, and the Servicer determines that such insurance is necessary in accordance with accepted first and second mortgage servicing practices of prudent lending institutions with respect to Group 1, and in accordance with accepted first mortgage servicing practices of prudent lending institutions with respect to Group 2, flood insurance in an amount equal to that required above. Any amounts collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair of the Mortgaged Property, or to be released to the Mortgagor in accordance with customary first and second mortgage servicing procedures with respect to Group 1, and with customary first mortgage servicing procedures with respect to Group 2) shall be deposited in the Principal and Interest Account with respect to the related Group, subject to retention by the Servicer to the extent such amounts constitute Servicing Compensation or to withdrawal pursuant to Section 5.04 above. -76-
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It is understood and agreed that no earthquake or other additional insurance need be required by the Servicer of any Mortgagor or maintained on REO Property, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with losses payable to the Servicer. Any out-of-pocket expenses incurred by the Servicer pursuant to this Section 5.07, including without limitation any advances of premiums on insurance policies required by this Section 5.07, shall constitute Servicing Advances. Section 5.08 Maintenance of Mortgage Impairment Insurance Policy. In the event that the Servicer shall obtain and maintain a blanket policy insuring against fire and hazards of extended coverage on all of the Mortgage Loans or all of the Mortgage Loans in a Group, then, to the extent such policy names the Servicer as loss payee and provides coverage in an amount equal to the aggregate unpaid principal balance on the related Mortgage Loans without co-insurance, and otherwise complies with the requirements of Section 5.07 above, the Servicer shall be deemed conclusively to have satisfied its obligations with respect to fire and hazard insurance coverage under Section 5.07 above, it being understood and agreed that such blanket policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with Section 5.07 above, and there shall have been a loss which would have been covered by such policy, deposit in the related Principal and Interest Account the difference, if any, between the amount that would have been payable under a policy complying with Section 5.07 above and the amount paid under such blanket policy from its own funds without reimbursement therefor. On the Closing Date, such blanket policy is maintained with St. Paul Insurance Company. Section 5.09 Fidelity Bond. The Servicer shall maintain with a responsible company, and at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, in a minimum amount acceptable to Fannie Mae or Freddie Mac or otherwise as is commercially available at a cost that is not generally regarded as excessive by industry standards, with broad coverage on all officers, employees or other persons acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Mortgage Loans ("Servicer Employees"). Any such fidelity bond and errors and omissions insurance shall protect and insure the Servicer against losses, including losses resulting from forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Servicer Employees. Such fidelity bond shall also protect and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 5.09 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement. Upon the request of the Indenture Trustee or the Note Insurer, the Servicer shall cause to be delivered to the Indenture Trustee or the Note Insurer a certified true copy of such fidelity bond and insurance policy. -77-
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Section 5.10 Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed or certificate of sale shall be taken in the name of the Indenture Trustee for the benefit of the Noteholders and the Note Insurer. The Servicer shall manage, conserve, protect and operate each REO Property for the Noteholders, the Note Insurer and the Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Note Insurer, the Noteholders and the Certificateholders. Any out-of-pocket expenses incurred by the Servicer pursuant to this Section 5.10 shall be Servicing Advances. The Servicer shall cause to be deposited, no later than five Business Days after the receipt thereof, in the related Principal and Interest Account, all revenues received with respect to the conservation and disposition of the related REO Property. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Noteholders and the Note Insurer and the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid. The proceeds of sale of the REO Property shall be promptly deposited in the related Principal and Interest Account, net of Excess Proceeds, any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 5.04 above. Section 5.11 Right to Repurchase Defaulted Mortgage Loans. The Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Indenture Trustee and the Note Insurer) to purchase on any Determination Date for its own account from the Trust any Mortgage Loan which is 90 days or more delinquent at a price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Mortgage Loan through the end of the Due Period in which such Determination Date falls, computed at the Mortgage Rate plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan (the "Purchase Price"). The Purchase Price for any Mortgage Loan purchased hereunder shall be deposited by the Servicer in the related Principal and Interest Account and the Indenture Trustee, upon receipt of a Request for Release and confirmation of such deposit from the Servicer in the form of Exhibit I, shall release or cause to be released to the purchaser of such Mortgage Loan the related Mortgage File and shall execute and -78-
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deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, representation or warranty, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Trust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Noteholders or the Certificateholders with respect thereto. Section 5.12 Collection of Certain Mortgage Loan Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement, comply with the terms and provisions of any applicable hazard insurance policy. Consistent with the foregoing, the Servicer may in its discretion waive or permit to be waived any late payment charge, prepayment charge, assumption fee or any penalty interest in connection with the prepayment of a Mortgage Loan or any other fee or charge which the Servicer would be entitled to retain hereunder as servicing compensation and extend the due date for payments past due on a Mortgage Note for a period (with respect to each payment as to which the due date is extended) not greater than 125 days without the Note Insurer's prior written consent, and in no event later than the final maturity date of the Mortgage Loan. The outstanding principal balance of Mortgage Loans for which the Servicer has extended the due date shall not exceed 5% of the sum of the Original Pool Principal Balance plus the Original Pre-Funded Amount without the consent of the Note Insurer. In the event the Servicer shall consent to the deferment of the Due Dates for payments past due on a Mortgage Note, the Servicer shall nonetheless make payment of any required Monthly Advance with respect to the payments so extended to the same extent as if such installment were due, owing and delinquent and had not been deferred, and shall be entitled to reimbursement therefor in accordance with Section 5.04(ii) above. (b) All principal received with respect to any Deferred Payment Loan during a Due Period shall be applied first to reduce the principal balance of such Deferred Payment Loan prior to the designation of such collections as the principal portion of a "Deferred Payment". Section 5.13 Access to Certain Documentation and Information Regarding the Mortgage Loans. The Servicer shall provide to the Issuer, the Indenture Trustee, the Noteholders, the Certificateholders, the Note Insurer and any supervisory agents or examiners of each of the foregoing access to the documentation regarding the Mortgage Loans (such access in the case of supervisory agents or examiners being limited to that documentation required by applicable state and federal regulations) being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. -79-
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Section 5.14 Superior Liens. With respect to any Group 1 Mortgage Loan, the Seller or the Servicer shall file (or cause to be filed) of record a request for notice of any action by a superior lienholder under a First Lien for the protection of the Trust's interest, where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder's equity of redemption. The Servicer must also notify any superior lienholder in writing of the existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the Mortgagor or the Mortgaged Property by the superior lienholder. With respect to any Group 1 Mortgage Loan, if the Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the First Lien, or has declared or intends to declare a default under the mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the Servicer shall take, on behalf of the Trust, whatever actions are necessary to protect the interests of the Noteholders, the Note Insurer and the Certificateholders, and/or to preserve the security of the related Mortgage Loan. The Servicer shall advance the necessary funds to cure the default or reinstate the superior lien, if such advance is in the best interests of the Note Insurer, the Noteholders and the Certificateholders. The Servicer shall not make such an advance except to the extent that it determines in its reasonable good faith judgment that the advance would either be recoverable from the Liquidation Proceeds on the related Mortgage Loan or increase the Net Liquidation Proceeds available to the Trust. The Servicer shall thereafter take such action as is necessary to recover the amount so advanced. Any expenses incurred by the Servicer pursuant to this Section 5.14 shall be Servicing Advances with respect to Group 1. Section 5.15. Environmental Matters. Notwithstanding any other provision of this Agreement to the contrary, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any regulated substance, toxic substance, hazardous waste or hazardous substance or any similar or like classification (as such terms are defined or used in CERCLA or any federal, state or local statutes, laws, rules or regulations pertaining to environmental matters) on the related Mortgaged Property, the Servicer shall not, on behalf of the Indenture Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action, with respect to, such Mortgaged Property, unless the Servicer has obtained the prior written consent of the Note Insurer. The preceding sentence shall not apply to the presence, use or storage on the related Mortgaged Property of hazardous substances that are generally recognized to be appropriate to normal residential use and maintenance of the related Mortgaged Property. -80-
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Section 5.16. Advance Facility. (a) With the prior consent of the Note Insurer (which consent shall not be unreasonably withheld) the Servicer is hereby authorized to enter into a facility with any Person which provides that such Person (an "Advancing Person") may fund Monthly Advances and/or Servicing Advances under this Agreement, although no such facility shall reduce or otherwise affect the Servicer's obligation to fund such Monthly Advances and/or Servicing Advances. To the extent that an Advancing Person funds any Monthly Advance or any Servicing Advance and provides the Indenture Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 5.16(b). Such notice from the Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Monthly Advance or Servicing Advance to be reimbursed. The Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person's notice provided pursuant to this Section 5.16. An Advancing Person whose obligations hereunder are limited to the funding of Monthly Advances and/or Servicing Advances shall not be required to meet the qualifications of a Subservicer pursuant to Section 5.01(a) hereof. (b) If an Advancing Person is entitled to reimbursement for any particular Monthly Advance or Servicing Advance, then the Servicer shall not be permitted to reimburse itself for such unreimbursed Monthly Advances or unreimbursed Servicing Advances under Section 5.04(ii), but instead the Servicer shall include such amounts in the applicable remittance to the Indenture Trustee to the extent of amounts on deposit in the Principal and Interest Account on the related Determination Date. The Indenture Trustee is hereby authorized to pay to an Advancing Person reimbursements for Monthly Advances and Servicing Advances from the Note Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such Monthly Advances and/or Servicing Advances in accordance with Section 5.04(ii), had the Servicer made such Monthly Advance or Servicing Advance. -81-
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ARTICLE VI PAYMENTS TO THE SECURITYHOLDERS Section 6.01 Establishment of Note Distribution Account; Deposits in Note Distribution Account. With respect to each Group, and no later than the Closing Date, the Indenture Trustee will establish and maintain with itself one or more segregated trust accounts that are Eligible Accounts, which shall be titled, with respect to Group 1, "Group 1 Note Distribution Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2" and with respect to Group 2, "Group 2 Note Distribution Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." With respect to each Group, the Indenture Trustee shall, promptly upon receipt, deposit in the related Note Distribution Account and retain therein: (i) the portion of the related Available Remittance Amount remitted by the Servicer pursuant to Section 5.04(i) above; (ii) the related Monthly Advance and the related Compensating Interest remitted to the Indenture Trustee by the Servicer; (iii) the Excess Spread with respect to the related Group remitted to the Indenture Trustee by the Servicer pursuant to Section 5.04(i) above and Insured Payments with respect to the related Group pursuant to Section 6.06(b); (iv) all income or gain from investments of funds on deposit in the related Note Distribution Account pursuant to Section 6.05(e) and amounts required to be paid by the Servicer pursuant to such Section 6.05(e) in connection with losses on investments of amounts in the related Note Distribution Account; (v) the Termination Price; (vi) any amounts required to be deposited in the related Note Distribution Account pursuant to Sections 6.13(b), 6.13(c), 6.13(d) and 6.14(c); and (vii) any amounts to be paid under the Cap Agreements, if any. Section 6.02 Permitted Withdrawals from Note Distribution Account. With respect to each Group, the Indenture Trustee shall, based upon information set forth in the Servicer's Certificate for such Payment Date, withdraw amounts on deposit in the related Note Distribution Account on each Payment Date in the following order of priority: -82-
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(i) except as to the final Payment Date hereunder, to pay the Note Insurer the related Monthly Premium pursuant to Section 6.04; (ii) to effect the distributions described in Section 6.06(c), exclusive of the distributions described in the last paragraph of Section 6.06(c); (iii) except as to the final Payment Date hereunder, to make deposits in the related Trustee Expense Account pursuant to Section 6.03(a)(i); and also, in no particular order of priority: (iv) to invest amounts on deposit in the related Note Distribution Account in Permitted Instruments pursuant to Section 6.05; (v) to pay on a monthly basis to the Servicer interest paid and earnings realized on Permitted Instruments in the related Note Distribution Account; (vi) to withdraw any amount not required to be deposited in the related Note Distribution Account or deposited therein in error; and (vii) to clear and terminate the related Note Distribution Account upon the termination of this Agreement in accordance with Article XI of this Agreement. Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee Expense Account; Permitted Withdrawals from Trustee Expense Account. (a) With respect to each Group and no later than the Closing Date, the Indenture Trustee will establish and maintain with itself one or more segregated trust accounts that are Eligible Accounts, which shall be titled, with respect to Group 1, "Group 1 Trustee Expense Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2", and with respect to Group 2, "Group 2 Trustee Expense Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." With respect to each Group, the Indenture Trustee shall deposit into the related Trustee Expense Account: (i) on each Payment Date (other than the final Payment Date hereunder) from the amounts on deposit in the related Note Distribution Account an amount equal to the Annual Trustee Expense Amount, subject to the provisions of Section 6.06(c); and (ii) upon receipt, all income or gain from investments of funds on deposit in the related Trustee Expense Account pursuant to Section 6.05(e) and all amounts -83-
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required to be paid by the Servicer pursuant to such Section 6.05(e) in connection with losses on investments of amounts in the related Trustee Expense Account. If at any time the amount then on deposit in any Trustee Expense Account shall be insufficient to pay in full the fees and expenses of the Indenture Trustee then due with respect to a Group, the Indenture Trustee shall make demand on the related Servicer to advance the amount of such insufficiency, and the Servicer shall promptly advance such amount. If the related Servicer fails to make such advance, the Seller shall do so upon demand of the Indenture Trustee. Thereafter, the Servicer and the Seller shall be entitled to reimbursement solely from the related Trustee Expense Account pursuant to subclause (c)(ii) below for the amount of any such advance from any excess available after payment of Trust expenses. (b) The Indenture Trustee may withdraw amounts on deposit in the Trustee Expense Account with respect to each Group for investment in Permitted Instruments pursuant to Section 6.05, and the Indenture Trustee shall withdraw amounts on deposit in the related Trustee Expense Account: (i) to pay, as described in Section 2.08 above, the Indenture Trustee's fees and expenses allocable to or incurred in connection with the Notes, with respect to the related Group; (ii) to pay on a monthly basis to the Servicer interest paid and earnings realized on Permitted Instruments in the related Trustee Expense Account; (iii) to withdraw any amounts not required to be deposited in the related Trustee Expense Account or deposited therein in error; and (iv) to clear and terminate the related Trustee Expense Account upon termination of this Agreement with any amounts on deposit therein being paid to the Servicer and/or the Seller to the extent of any Reimbursable Amounts and the remainder to the Certificate Paying Agent for distribution to Certificateholders. (c) On the twelfth Payment Date following the Closing Date, and on each twelfth Payment Date thereafter, the Indenture Trustee shall determine whether all payments required to be made pursuant to subclauses (b)(i), (b)(ii) and (b)(iii) above, have been made, and from any amounts remaining in the related Trustee Expense Account, the Indenture Trustee shall, based upon information set forth in the Servicer's Certificate for such Payment Date (in the following order of priority): (i) pay any amounts not previously paid and required to be paid pursuant to subclauses (b)(i), (b)(ii) and (b)(iii) above; (ii) reimburse the Servicer and/or the Seller, for Reimbursable Amounts; -84-
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(iii) reimburse the Servicer and/or the Seller for advances made by it pursuant to the last paragraph of subclause (a) above; and (iv) remit to the Servicer as additional Servicing Compensation any amounts remaining in the related Trustee Expense Account after payments made pursuant to subclauses (b)(i), (b)(ii), (b)(iii), (c)(i) and (c)(ii), above. Section 6.04 Payment of Monthly Premium to Note Insurer. With respect to each Group and on each Payment Date commencing on July 25, 2000 (other than the final Payment Date hereunder), from the amounts on deposit in the Note Distribution Account with respect to the related Group, prior to making the remittances required pursuant to Section 6.06(c), the Indenture Trustee shall pay the Note Insurer the Monthly Premium with respect to such Group. Section 6.05 Investment of Accounts. (a) So long as no Event of Servicer Default shall have occurred and be continuing, and consistent with any requirements of the Code, all or a portion of any Account, shall be invested and reinvested by the Indenture Trustee, as directed in writing, or by telephone or facsimile transmission confirmed in writing, by the Servicer, in one or more Permitted Instruments. In the event that the Servicer does not provide written directions for the investment of any Account, the Indenture Trustee shall invest funds therein in time deposit only accounts satisfying the requirements of clause (ii) of the definition of "Permitted Investments". Subject to the last paragraph of Section 5.04 above in the case of the Principal and Interest Accounts, no such investment in any Account shall mature later than the Business Day immediately preceding the next Payment Date. (b) If any amounts are needed for disbursement from any Account held by the Indenture Trustee and sufficient uninvested funds are not available to make such disbursement, the Indenture Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account. The Indenture Trustee shall not be liable for any investment loss or other charge resulting therefrom unless the Indenture Trustee's failure to perform in accordance with this Section 6.05 is the cause of such loss or charge or if the Indenture Trustee is the obligor and has defaulted thereon. (c) Subject to Section 12.01, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Instrument included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (d) The Indenture Trustee shall invest and reinvest funds in the Accounts held by the Indenture Trustee, to the fullest extent practicable, in such manner as the Servicer or the holders -85-
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of a majority in interest of the Notes, as applicable, shall from time to time direct as set forth in Section 6.05(a) above, but only in one or more Permitted Instruments. (e) All income or other gain from investments in any Account held by the Indenture Trustee shall be deposited in such Account immediately on receipt, and the Indenture Trustee shall notify the Servicer, or the Seller, or the holders of a majority in interest of the Notes as the case may be, of any loss resulting from such investments. Upon receipt of such notification, the Servicer, in the case of all Accounts other than the Interest Coverage Accounts and the Pre-Funding Accounts and the Seller, in the case of the Interest Coverage Accounts, the Reserve Account and the Pre-Funding Accounts, shall promptly remit the amount of any such loss from their own funds, without reimbursement therefor, to the Indenture Trustee for deposit in the Account or Accounts from which the related funds were withdrawn for investment. Section 6.06 Priority and Subordination of Distributions. (a) The rights of the Noteholders to receive distributions from the proceeds of the Trust Estate, in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Certificateholders to receive distributions in respect of the Certificates shall be subject and subordinate to the preferential rights of the Noteholders to receive distributions in respect of the Notes, to the extent set forth herein. In accordance with the foregoing, the ownership interests of the Certificateholders in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are properly distributed in respect of the Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no Noteholder shall be required to refund any amount properly distributed to it pursuant to the terms of this Agreement. (b) As soon as possible, and in no event later than 10:00 a.m. Chicago time on the second Business Day (as defined in the Note Insurance Policy) immediately preceding each Payment Date, subject to receipt by the Indenture Trustee of the Servicer's Certificate, the Indenture Trustee shall furnish the Note Insurer and the Servicer with a completed notice in the form set forth as Exhibit A to the Note Insurance Policy (the "Notice") indicating that an Insured Payment is necessary. The Notice shall specify the amount of Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Note Insurance Policy. Upon receipt of Insured Payments on behalf of the Class A Noteholders under the Note Insurance Policy, the Indenture Trustee shall deposit such Insured Payments in the related Note Distribution Account and shall distribute such Insured Payments in accordance with Section 6.02(ii) above and Section 6.06(c) and (d). Each Noteholder shall promptly notify the Indenture Trustee in writing upon the receipt of a court order as described in clause (c)(vii) of the definition of Class A Principal Remittance Amount. The Indenture Trustee shall promptly notify the Note Insurer upon its receipt from any Noteholder of any such court order. If the payment of any portion or all of any amount that is insured by the Note Insurer under the Note Insurance Policy is voided pursuant to a final order of a court exercising proper jurisdiction in an insolvency proceeding to the effect that the Indenture -86-
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Trustee or the Class A Noteholder, as the case may be, is required to return any such payment or portion thereof prior to the expiration date of the Note Insurance Policy because such payment was voided under the U.S. Bankruptcy Code, with respect to which order the appeal period has expired without an appeal having been filed (a "Final Order"), and, as a result, the Indenture Trustee or any Noteholder is required to return such voided payment, or any portion of such voided payment made in respect of the Class A Notes (a "Preference Amount"), the Note Insurer will pay an amount equal to each such Preference Amount, on the first Business Day (as defined in the Note Insurance Policy), following receipt by the Note Insurer of (x) a certified copy of the Final Order, (y) an assignment, in form reasonably satisfactory to the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Indenture Trustee and/or such Noteholder relating to or arising under such Preference Amount and appointing the Note Insurer as the agent of the Indenture Trustee and/or such Class A Noteholder in respect of such Preference Amount, and (z) a Notice appropriately completed and executed by the Indenture Trustee or such Noteholder, as the case may be. Such payment shall be made to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Indenture Trustee or Noteholder directly (unless a Noteholder has previously paid such amount to such receiver, conservator, debtor-in-possession or trustee named in such Final Order in which case payment shall be made to the Indenture Trustee for distribution to the Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). Notwithstanding the foregoing, in no event shall the Note Insurer be (i) required to make any payment under the Note Insurance Policy in respect of any Preference Amount to the extent such Preference Amount is comprised of amounts previously paid by the Note Insurer thereunder, or (ii) obligated to make any payment in respect of any Preference Amount, which payment represents a payment of the principal amount of the Notes, prior to the time the Note Insurer otherwise would have been required to make a payment in respect of such principal. Each Noteholder, by its purchase of the Notes, the Servicer and the Indenture Trustee hereby agree that the Note Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to the rights of the Servicer, the Indenture Trustee and each Noteholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim. The Indenture Trustee shall receive, as attorney-in-fact of each Holder of a Note, any Insured Payment with respect to the related Group from the Note Insurer and disburse the same to each Holder of a Note with respect to the related Group in accordance with the provisions of this Section 6.06. Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Notes, and the Note Insurer shall become the owner of such unpaid amounts due from the Trust in respect of Class A Notes. The Indenture Trustee hereby agrees on behalf of each Holder of a Class A Note for the benefit of the Note Insurer that it -87-
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recognizes that to the extent the Note Insurer makes Insured Payments with respect to a Group, either directly or indirectly (as by paying through the Indenture Trustee), to the related Class A Noteholders, the Note Insurer will be subrogated to the rights of such Class A Noteholders, with respect to such Insured Payment, shall be deemed, to the extent of the payments so made, to be a registered Class A Noteholder and shall receive all future related Class A Remittance Amounts with respect to such Group until all such Insured Payments by the Note Insurer have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Indenture Trustee shall, or shall cause the Note Registrar to, note the Note Insurer's rights as subrogee on the registration books maintained by the Indenture Trustee or the Certificate Registrar upon receipt from the Note Insurer of proof of payment of any Insured Payment. Except as otherwise described herein, the Note Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of Insured Payments made by it, the Note Insurer shall be paid before payment of the balance of the Class A Remittance Amount with respect to the related Group for which an Insured Payment was made, is made to the other Holders of the related Class A Notes, subject to the following paragraph. It is understood and agreed that the intention of the parties is that the Note Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it with respect to a Group unless on such Payment Date the full amount of the related Class A Remittance Amount with respect to the related Class of Class A Notes shall have been distributed to the related Class A Noteholders (exclusive of any related Class A Carry-Forward Amount, to the extent representing amounts previously paid to such related Class A Noteholders as Insured Payments or representing interest accrued in respect of Insured Payments) for such Payment Date. (c) With respect to each Class that has a Note Principal Balance greater than zero, on or before each Payment Date, the Servicer shall determine the Overcollateralization Amount for each Group after giving effect to the distribution of the related Class A Principal Remittance Amount to the Holders of the related Class of Class A Notes on such Payment Date and the amount of the related Net Excess Spread. Unless an Event of Default under the Indenture shall have occurred and be continuing and an acceleration has been declared and not rescinded pursuant to the Indenture, on each Payment Date the Indenture Trustee shall withdraw from each Note Distribution Account the related Amount Available, and make distributions thereof, based upon the information set forth in the Servicer's Certificate for such Payment Date, in the following order of priority to the extent available, except to the extent that the priority set forth in Section 6.07 shall be applicable: (A) With respect to the Class 1A Notes and Group 1: (X) If the Payment Date is prior to the Cross-Over Date, the Indenture Trustee shall distribute the indicated amounts in the following order of priority: (i) to the Class 1A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), an amount equal to the lesser of: -88-
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(A) the Amount Available with respect to Group 1; and (B) the Class 1A Interest Remittance Amount; (ii) to the Class 1A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied to reduce the Class 1A Note Principal Balance to the extent described below, until the Class 1A Note Principal Balance has been reduced to zero and to make payments in respect of the amounts described in clauses (c)(v) (to the extent the amount in clause (c)(v) represents prior Insured Payments by the Note Insurer or interest accrued thereon pursuant to the definition of Class A Carry-Forward Amount) and (c)(vii) of the definition of the Class A Principal Remittance Amount, an amount equal to the lesser of: (A) the balance of the Amount Available with respect to Group 1 after payments described in clause (X)(i) above; and (B) the Class A Principal Remittance Amount with respect to the Class 1A Notes; (iii) to the Group 1 Trustee Expense Account, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) and (ii) above and (B) any accrued and unpaid Annual Trustee Expense Amount with respect to Group 1; (iv) to the Class 1A Noteholders to be applied to reduce the Class 1A Note Principal Balance until the Class 1A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date; and (B) the Additional Principal; (v) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 1, if any; (vi) to the Servicer, an amount equal to the lesser of the balance of (A) the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (v) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date, and (B) -89-
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the aggregate of any Nonrecoverable Advances with respect to Group 1 previously made by the Servicer and not previously reimbursed; (vii) to the Note Insurer, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (vii) above and (B) any unreimbursed amounts due under the Insurance Agreement plus interest thereon at the Late Payment Rate specified in the Insurance Agreement; (viii) to the Servicer and/or the Seller, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (vii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date, and (B) any expenses incurred in connection with any third party claims that remain unreimbursed; (ix) to the Class 1A Noteholders until the Class 1A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: (A) the balance of the Remaining Net Excess Spread with respect to Group 1, if any, after payments described in clauses (X)(i) through (viii) above (in proportion to the amount of the Available Funds Cap Carry-Forward Amount that would have been distributed to such Class 1A Noteholders on such Payment Date); and (B) the Available Funds Cap Carry-Forward Amount with respect to the Class 1A Notes, if any; and (x) to the Certificate Paying Agent for payment to the Certificateholders, the balance of the Amount Available with respect to Group 1, if any, after payments described in clauses (X)(i) through (ix) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date. (Y) If the Payment Date is on or after the Cross-Over Date, the Indenture Trustee shall distribute the indicated amounts in the following order of priority: (i) to the Class 1A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), an amount equal to the lesser of: (A) the Amount Available with respect to Group 1; and (B) the Class 1A Interest Remittance Amount; -90-
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(ii) to the Class 1A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied to reduce the Class 1A Note Principal Balance until the Class 1A Note Principal Balance has been reduced to zero and to make payments in respect of the amounts described in clauses (c)(v) (to the extent the amounts described in clause (c)(v) represent prior Insured Payments by the Note Insurer or interest accrued thereon pursuant to the definition of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A Principal Remittance Amount, an amount equal to the lesser of: (A) the balance of the Net Excess Amount Available with respect to Group 1 after payments described in clause (Y)(i) above; and (B) the Class A Principal Remittance Amount with respect to the Class 1A Notes; (iii) to the Group 1 Trustee Expense Account, an amount equal to the lesser of the balance of the Amount Available with respect to Group 1 after payments described in clauses (Y)(i) and (ii) above and any accrued and unpaid Annual Trustee Expense Amount with respect to Group 1; (iv) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 1, if any; (v) to the Servicer, an amount equal to the lesser of the balance of (A) the Amount Available with respect to Group 1 after payments described in clauses (Y)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date, and (B) the aggregate of any Nonrecoverable Advances with respect to Group 1 previously made by the Servicer and not previously reimbursed; and (vi) to the Note Insurer, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (v) above and (B) any unreimbursed amounts due under the Insurance Agreement plus interest thereon at the Late Payment Rate specified in the Insurance Agreement; (vii) to the Servicer and/or the Seller, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (Y)(i) through (vi) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date, and (B) any expenses incurred in connection with any third party claims that remain unreimbursed; (viii) to the Class 1A Noteholders until the Class 1A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: -91-
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(A) the balance of the Remaining Net Excess Spread with respect to Group 1 after payments described in clauses (y)(i) through (vii) above (in proportion to the amount of the Available Funds Cap Carry-Forward Amount that would have been distributed to such Class 1A Noteholders on such Payment Date); and (B) the Available Funds Cap Carry-Forward Amount with respect to the Class 1A Notes, if any; and (ix) to the Certificate Paying Agent for payment to the Certificateholders, the balance of the Amount Available with respect to Group 1, if any, after payments described in clauses (Y)(i) through (viii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Payment Date. (B) With respect to the Class 2A Notes and Group 2: (X) If the Payment Date is prior to the Cross-Over Date, the Indenture Trustee shall distribute the indicated amounts in the following order of priority: (i) to the Class 2A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), an amount equal to the lesser of: (A) the Amount Available with respect to Group 2; and (B) the Class 2A Interest Remittance Amount; (ii) to the Class 2A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied to reduce the Class 2A Note Principal Balance to the extent described below, until the Class 2A Note Principal Balance has been reduced to zero and to make payments in respect of the amounts described in clauses (c)(v) (to the extent the amount in clause (c)(v) represents prior Insured Payments by the Note Insurer or interest accrued thereon pursuant to the definition of Class A Carry-Forward Amount) and (c)(vii) of the definition of the Class A Principal Remittance Amount, an amount equal to the lesser of: (A) the balance of the Amount Available with respect to Group 2 after payments described in clause (X)(i) above; and (B) the Class A Principal Remittance Amount with respect to the Class 2A Notes; -92-
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(iii) to the Group 2 Trustee Expense Account, an amount equal to the lesser of the balance of the Amount Available with respect to Group 2 after payments described in clauses (X)(i) and (ii) above and any accrued and unpaid Annual Trustee Expense Amount with respect to Group 2; (iv) to the Class 2A Noteholders to be applied to reduce the Class 2A Note Principal Balance until the Class 2A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date; and (B) the Additional Principal; (v) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 2, if any; (vi) to the Servicer, an amount equal to the lesser of the balance of (A) the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (v) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date, and (B) the aggregate of any Nonrecoverable Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed; (vii) to the Note Insurer, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (vi) above and (B) any unreimbursed amounts due under the Insurance Agreement plus interest thereon at the Late Payment Rate specified in the Insurance Agreement; (viii) to the Servicer and/or the Seller, an amount equal to the lesser of the balance of (A) the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (vii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date, and (B) any expenses incurred in connection with any third party claims that remain unreimbursed; (ix) to the Class 2A Noteholders until the Class 2A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: (A) the balance of the Remaining Net Excess Spread with respect to Group 2, if any, after payments described in clauses (X)(i) through (viii) (in -93-
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proportion to the amount of Available Funds Cap Carry-Forward Amount that would have been distributed to such Class 2A Noteholder on such Payment Date); and (B) the Available Funds Cap Carry-Forward Amount, if any; and (x) to the Certificate Paying Agent for payment to Certificateholders, the balance of the Amount Available with respect to Group 2, if any, after payments described in clauses (X)(i) through (viii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date. (Y) If the Payment Date is on or after the Cross-Over Date, the Indenture Trustee shall distribute the indicated amounts in the following order of priority: (i) to the Class 2A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), an amount equal to the lesser of: (A) the Amount Available with respect to Group 2; and (B) the Class 2A Interest Remittance Amount; (ii) to the Class 2A Noteholders (including for purposes of this Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied to reduce the Class 2A Note Principal Balance until the Class 2A Note Principal Balance has been reduced to zero and to make payments in respect of the amounts described in clauses (c)(v) (to the extent the amounts described in clause (c)(v) represent prior Insured Payments by the Note Insurer or interest accrued thereon pursuant to the definition of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A Principal Remittance Amount below, an amount equal to the lesser of: (A) the balance of the Net Excess Amount Available with respect to Group 2 after payments described in clause (Y)(i) above; and (B) the Class A Principal Remittance Amount with respect to the Class 2A Notes; (iii) to the Group 2 Trustee Expense Account, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (Y)(i) and (ii) above and (B) any accrued and unpaid Annual Trustee Expense Amount with respect to Group 2; (iv) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 2, if any; -94-
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(v) to the Servicer, an amount equal to the lesser of the balance of (A) the Amount available with respect to Group 2 after payments described in clauses (Y)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date, and (B) the aggregate of any Nonrecoverable Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed; (vi) to the Note Insurer, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (v) above and (B) any unreimbursed amounts due under the Insurance Agreement plus interest thereon at the Late Payment Rate specified in the Insurance Agreement; (vii) to the Servicer and/or the Seller, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (Y)(i) through (vi) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date, and (B) any expenses incurred in connection with any third party claims that remain unreimbursed; (viii) to the Class 2A Noteholders until the Class 2A Note Principal Balance has been reduced to zero, an amount equal to the lesser of: (A) the balance of the Remaining Net Excess Spread with respect to Group 2 after payments described in clauses (Y)(i) through (vii) above and payments of Additional Principal, if any, to the Class 1A Noteholders (in proportion to the amount of Available Funds Cap Carry-Forward Amount that would have been distributed to such Class 2A Noteholder on such Payment Date); and (B) the Available Funds Cap Carry-Forward Amount, if any; and (ix) to the Certificate Paying Agent for payment to the Certificateholders, the balance of the Amount Available with respect to Group 2, if any, after payments described in clauses (Y)(i) through (viii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Payment Date. As contemplated by Section 6.06(b) above, amounts distributed to the related Class A Noteholders pursuant to Sections 6.06(c)(A)(X)(i) and (ii) and 6.06(c)(A)(Y)(i) and (ii) with respect to Group 1, and Sections 6.06(c)(B)(X)(i) and (ii) and 6.06(c)(B)(Y)(i) and (ii) with respect to Group 2 above shall be applied first to distributions to the actual Noteholders, to the extent of, as applicable, the related Class A Remittance Amount with respect to the related Classes of Class A Notes (exclusive of any Class A Carry-Forward Amount to the extent representing amounts -95-
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previously paid to the related Classes of Class A Noteholders, as Insured Payments or representing interest accrued in respect of Insured Payments), and then to reimbursement payments to the Note Insurer as subrogee to such Noteholders. Upon the earlier to occur of (i) September 25, 2000 and (ii) the termination of this Agreement, the Indenture Trustee shall distribute any amount remaining in the related Pre-Funding Account as part of the Amount Available for the immediately following Payment Date, net of any investment earnings, to the Class 1A or Class 2A Noteholders, in proportion to the Class 1A Note Principal Balance and the Class 2A Note Principal Balance, respectively, to reduce the Class 1A Note Principal Balance and the Class 2A Note Principal Balance until the Class 1A Note Principal Balance and the Class 2A Note Principal Balance are zero. (d) Except as otherwise provided in the next succeeding sentence and Sections 6.06(e) and 6.07, all distributions made to the Class 1A Noteholders or Class 2A Noteholders as a Class on each Payment Date will be made on a pro rata basis among the Noteholders of record of the respective Class on the immediately preceding Record Date based on the Percentage Interest represented by their respective Notes, and shall be made by wire transfer of immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall own of record any Class A Note with an initial related Class A Note Principal Balance in excess of $5,000,000 appearing in the Note Register and shall have provided timely and complete wiring instructions, and otherwise by check mailed to the address of such Noteholder appearing in the Note Register. The final distribution on each Note will be made in the manner, but only upon presentment and surrender of such Note at the location specified in the notice to Noteholders of such final distribution. (e) Each distribution with respect to a Book-Entry Note shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Note Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Note Owners that it represents. All such credits and disbursements with respect to a Book-Entry Note are to be made by the Depository and the Depository Participants in accordance with the provisions of the Class A Notes. None of the Indenture Trustee, the Note Registrar, the Seller, the Note Insurer nor the Servicer shall have any responsibility therefor except as otherwise provided by applicable law. To the extent applicable and not contrary to the rules of the Depository, the Indenture Trustee shall comply with the provisions of the form of the respective Class A Note as set forth in Exhibits A-1 and A-2 to the Indenture. (f) Notwithstanding the foregoing, the Indenture Trustee, prior to making any distributions to the Certificate Paying Agent pursuant to Sections 6.06(c)(A)(X)(ix), 6.06(c)(A)(Y)(viii), 6.06(c)(B)(X)(ix) and 6.06(c)(B)(Y)(viii) above, shall, from the remaining -96-
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Amount Available for each Group, reimburse the Administrator for all expenses incurred pursuant to the Administration Agreement that remain unreimbursed. Section 6.07 Insufficiency of Amount Available or Net Excess Amount Available. If as of any Payment Date the Amount Available, if such Payment Date is prior to the Cross-Over Date, or the related Net Excess Amount Available plus that additional portion of the Amount Available constituting Excess Spread available to pay the related Class A Interest Remittance Amount with respect to the related Class of Class A Notes pursuant to Section 6.06(c)(A)(Y)(i) with respect to Group 1 and Section 6.06(c)(B)(Y)(i) with respect to Group 2 above, if such Payment Date is on or after the Cross-Over Date, is insufficient to pay the related Class A Noteholders the related Class A Interest Remittance Amount, then the related Amount Available or related Net Excess Amount Available, plus that additional portion of the related Amount Available constituting Excess Spread with respect to the related Group available to pay the related Class A Interest Remittance Amount with respect to the related Class of Class A Certificates pursuant to Section 6.06(c)(A)(Y)(i) with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with respect to Group 2 above, as the case may be, shall be distributed by the Indenture Trustee to the related Class A Noteholders (including the Note Insurer as subrogee thereof) as follows, with respect to each Group: first, to the extent of the related Class A Remittance Amount with respect to the related Class of Class A Notes exclusive of that portion of the related Class A Carry-Forward Amount representing amounts previously covered by Insured Payments with respect to the related Group or interest accrued in respect of such Insured Payments, in proportion to the amount of interest that would have been distributed to such related Class A Noteholder absent such shortfall; and second, that portion of the related Class A Carry-Forward Amount representing amounts previously covered by Insured Payments with respect to the related Group or interest accrued in respect of such Insured Payments with respect to the related Group, in proportion to the amount of interest that would have been distributed to such related Class A Noteholder absent such shortfall. Section 6.08 Servicer's Certificate. On or before 10:00 a.m. New York City time on the Determination Date, the Servicer shall deliver to the Note Insurer and the Indenture Trustee, by telecopy, the receipt and legibility of which shall be confirmed telephonically, with hard copy thereof (and in the case of the remittance report referenced below, such report to the Indenture Trustee in computer readable magnetic tape, electronic data file or equivalent form) to be delivered on the following Business Day, a certificate signed by a Servicing Officer and the Servicer's Monthly Remittance Report substantially in the form attached hereto as Exhibit Q (together, the "Servicer's Certificate") stating the date (day, month and year), the series number of the Notes, the date of this Agreement, and the following information with respect to each Group: (i) The Available Remittance Amount for the related Payment Date and any portion thereof that has been deposited in the related Note Distribution Account but, pursuant to an order of a United States bankruptcy court of competent jurisdiction -97-
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imposing a stay pursuant to Section 362 of the United States Bankruptcy Code, may not be withdrawn therefrom, the Amount Available with respect to each Group and the Net Excess Amount Available with respect to each Group; (ii) The Class 1A Note Principal Balance, the Class 2A Note Principal Balance, the Group 1 Principal Balance less the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans, the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans and the Group 2 Principal Balance as reported in the prior Servicer's Certificate pursuant to subclause (xii) below, or, in the case of the first Determination Date, the Original Class 1A Note Principal Balance and the Original Class 2A Note Principal Balance; (iii) The number and Principal Balances of all Mortgage Loans which were the subject of Principal Prepayments during the related Due Period; (iv) The amount of all Curtailments which were received during the Due Period; (v) The combined aggregate amount of (i) all Excess Payments and (ii) the principal portion of all Monthly Payments received during the related Due Period; (vi) The amount of interest received on the Mortgage Loans; (vii) The amount of the Monthly Advances to be made on the Determination Date, the Compensating Interest payment to be made on the Determination Date, the related Interest Coverage Addition, if any, to be made on the Payment Date and the amount to be deposited into the related Note Distribution Account from funds on deposit in the related Reserve Account pursuant to Section 6.14(c) on the Payment Date; (viii) The delinquency and foreclosure information calculated as of the end of the month preceding the Determination Date set forth in the form attached hereto as Exhibit N; (ix) The Class A Principal Remittance Amount, the Class 1A Interest Remittance Amount, the Class 2A Interest Remittance Amount and for the related Payment Date with the components thereof stated separately and the portion of the Class A Principal Remittance Amount to be distributed to the Class 1A Noteholders and the Class 2A Noteholders, respectively; (x) With respect to each Group, (a) the amount of the Insured Payment, if any, to be made on the related Payment Date, separately identified with respect to the Class 1A Notes and the Class 2A Notes, (b) the amount, if any, of previously -98-
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unreimbursed Insured Payments, and (c) the aggregate portion of the amounts described in clause (ix) above that represents unpaid interest accrued in respect of Insured Payments in accordance with the definition of Class A Carry-Forward Amount; (xi) The amount to be distributed to the Certificateholders for the Payment Date; (xii) The Class 1A Note Principal Balance, the Class 2A Note Principal Balance, the Group 1 Principal Balance, the aggregate balance of the Permanent Buydown Companion Loans and the Group 2 Principal Balance each after giving effect to the distribution to be made on the related Payment Date; (xiii) With respect to each Group, the weighted average maturity and the weighted average Mortgage Rate; (xiv) The Servicing Fees and the amounts to be paid to the Note Insurer as the Monthly Premium pursuant to Section 6.04 and to the related Trustee Expense Account pursuant to Section 6.03; (xv) The amount of all payments or reimbursements to the Servicer pursuant to Section 5.04 (ii), (iv), (vi) and (ix) above and the amounts, if any, withdrawn pursuant to 5.04 above; (xvi) The related Group Factor, computed to seven (7) decimal places; (xvii) With respect to each Group, the Excess Spread to be deposited in the related Note Distribution Account pursuant to Section 6.01(iii) above; (xviii) With respect to each Group, (a) the allocation of Excess Spread to be distributed pursuant to Section 6.06(c) above to Class 1A and Class 2A Noteholders, to the Servicer and/or Seller as Reimbursable Amounts, to the Servicer as Nonrecoverable Advances and to the Certificateholders and (b) the Available Funds Cap Carry-Forward Amount for the immediately preceding Payment Date; (xix) With respect to each Group, the Cumulative Realized Losses since the Cut-off Date, the Realized Losses for the related Due Period, the Cumulative Realized Losses for the prior 12 months, the Subordinated Amount as of such Payment Date, and the Unrecovered Class A Portion if any; (xx) The amounts which are reimbursable to the Servicer or the Seller, as appropriate, pursuant to Sections 6.02, 6.03(c) and 6.06(c) above; -99-
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(xxi) With respect to each Group, the number of Mortgage Loans at the beginning and at the end of the related Due Period; (xxii) If the related Payment Date is the final Payment Date in connection with the purchase by the Servicer of all the Mortgage Loans and REO Properties of the related Group pursuant to Section 11.01, the Termination Price; (xxiii) With respect to each Group, for the September 25, 2000 Payment Date, the balance of the related Pre-Funded Amount that has not been used to purchase Subsequent Mortgage Loans and that is being distributed to the related Class of Class A Noteholders as a mandatory prepayment of principal, if any, on such Payment Date pursuant to the last paragraph of Section 6.06(c) above; (xxiv) With respect to each Group, the Overcollateralization Amount after giving effect to the distribution of the related Class A Principal Remittance Amount on such Payment Date, the Required Overcollateralization Amount for such Payment Date, the Undercollateralization Amount for such Payment Date, the related Uncovered Class A Portion for such Payment Date and the amount of the related Additional Principal to be distributed on such Payment Date; (xxv) The amount on deposit in the Reserve Accounts for such Payment Date and the amount, if any, to be released to the Certificateholders from the Reserve Accounts pursuant to Section 6.14(c); (xxvi) Such other information as the Note Insurer and the Noteholders may reasonably request and which is produced or available in the ordinary course of the Servicer's business; (xxvii) The aggregate unpaid principal balance of all delinquent Mortgage Loans repurchased by the Servicer on any Determination Date and cumulatively since the Closing Date pursuant to Section 5.11; (xxviii) With respect to each Group, the sum of the outstanding principal balances of the three largest mortgage loans as of the end of the related Due Period; (xxix) With respect to each Group, the Delinquency Amount and the Delinquency Percentage; (xxx) With respect to each Group, the Cumulative Loss Percentage; and (xxxi) With respect to each Group, the Rolling Delinquency Percentage. -100-
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The Indenture Trustee shall forward copies of such Servicer's Certificate to the Noteholders and Moody's on the Payment Date. All reports prepared by the Indenture Trustee of such withdrawals and deposits will be based in whole or in part upon the information provided to the Indenture Trustee by the Servicer, and the Indenture Trustee may fully rely upon and shall have no liability with respect to such information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Servicer's Certificate and the hard copy thereof, the Indenture Trustee shall be entitled to rely upon the telecopy. In the case of information furnished pursuant to subclauses (ii), (iii), (iv), (v), (ix), (x) and (xii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class per $1,000 original dollar amount as of the Cut-off Date, in the case of such information relevant to Class A Noteholders. (a) Within a reasonable period of time after the end of each calendar year, the Servicer shall furnish to the Indenture Trustee for distribution to each Person who at any time during the calendar year was a Class A Noteholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (vi), (ix) and (xiv) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Noteholder. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Servicer to the Indenture Trustee or the Noteholders pursuant to any requirements of the Code as from time to time are in force. (b) On each Payment Date, the Indenture Trustee shall forward to the Certificateholders a copy of the reports forwarded to the Class A Noteholders in respect of such Payment Date and a statement setting forth the amounts actually distributed to the Certificateholders on such Payment Date together with such other information as the Servicer deems necessary or appropriate. (c) Within a reasonable period of time after the end of each calendar year, the Servicer shall furnish to the Indenture Trustee for distribution to each Person who at any time during the calendar year was a Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Servicer to the Indenture Trustee or the Certificateholders pursuant to any requirements of the Code as from time to time in force. (d) Upon reasonable advance notice in writing, the Servicer will provide to each Class A Noteholder which is a savings and loan association, bank or insurance company access to -101-
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information and documentation regarding the Mortgage Loans sufficient to permit such Class A Noteholders to comply with applicable regulations of the FDIC or other regulatory authorities with respect to investment in the Class A Notes. (e) The Servicer shall furnish to each Securityholder, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate with respect to the Securityholder, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided by and in accordance with such applicable instructions and directions as the Securityholder may reasonably require; provided, that the Servicer shall be entitled to be reimbursed by such Securityholder for the Servicer's actual expenses incurred in providing such reports, if such reports are not generally produced in the ordinary course of the Servicer's business. (f) Reports and computer tapes furnished by the Servicer pursuant to this Agreement shall be deemed confidential and of proprietary nature, and shall not be copied or distributed except in connection with the purposes and requirements of this Agreement, except that the Note Insurer may provide copies of reports and computer tapes furnished by the Servicer to (a) any reinsurer (or risk transferee) of the Note Insurer or prospective reinsurer (or risk transferee) of the Note Insurer; (b) any rating agency or regulatory agency or authority then rating or regulating the Note Insurer (including but not limited to the National Association of Insurance Commissioners); (c) any accountant or lawyer of the Note Insurer and (d) pursuant to the order of any court or any regulator of the Note Insurer. No Person entitled to receive copies of such reports or tapes shall use the information therein for the purpose of soliciting the customers of the Seller or for any other purpose except as set forth in this Agreement. Section 6.09 Advances by the Servicer. Not later than 4:00 p.m. New York time on the Determination Date, the Servicer shall remit to the Indenture Trustee for deposit in the related Note Distribution Account an amount (as indicated in the Servicer's Certificate prepared pursuant to Section 6.08 above), to be distributed on the related Payment Date pursuant to Section 6.06 above, equal to the sum of, with respect to each Group (a) the interest portion of each Monthly Payment due but not received during the related Due Period (net of the Servicing Fee), plus (b) with respect to each REO Property with respect to the related Group, which was acquired during or prior to the related Due Period and as to which an REO Disposition did not occur during the related Due Period, an amount equal to the excess, if any, of interest on the Principal Balance of each such REO Property at the related Mortgage Rate (net of the Servicing Fee) for the most recently ended calendar month over the net income from the REO Property transferred to the Principal and Interest Account with respect to the related Group during the related Due Period pursuant to Section 5.10 above, plus (c) with respect to a Mortgage Loan with a delinquent Balloon Payment, an amount equal to the assumed interest portion of the aggregate amount of the Monthly Payment that would have been due on the related Due Period (net of the Servicing Fee); except that, after the Cross-Over Date, the Servicer shall not be required to remit as the sum of clauses (a), (b) and (c) above, an amount in excess of the sum of the related Class A -102-
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Interest Remittance Amount and the related Monthly Premium for the immediately following Remittance Date, plus (d) with respect to each such Payment Date, the amount necessary on the first, second, third, fourth and fifth Payment Dates to pay 30 days' interest with respect to each non-delinquent Subsequent Mortgage Loan (net of the Servicing Fee), plus (e) with respect to each Payment Date, if pursuant to Section 5.04(ii) above the Servicer has previously reimbursed itself for a Monthly Advance made pursuant to Section 6.09(c) or Section 6.09(d) above, then an amount equal to such amount previously reimbursed, such sum being defined herein as the "Monthly Advance". In lieu of making all or a portion of such Monthly Advance from its own funds, the Servicer may (i) cause to be made an appropriate entry in its records relating to the Principal and Interest Account with respect to the related Group that any amount held in the Principal and Interest Account with respect to the related Group, and not required for distribution on the immediately succeeding Payment Date has been used by the Servicer in discharge of its obligation to make any such Monthly Advance and (ii) transfer such funds from the Principal and Interest Account with respect to the related Group, to the related Note Distribution Account. Any funds so applied and transferred shall be replaced by the Servicer by deposit in the related Principal and Interest Account no later than the close of business on the Business Day immediately preceding the Payment Date on which such funds are required to be distributed pursuant to this Agreement. The Servicer may reimburse itself pursuant to Section 5.04 above for Monthly Advances made from its own funds. Notwithstanding the foregoing, the Monthly Advance required on the first Payment Date by Section 6.09(d) above shall be mandatory, and each successive Monthly Advance pursuant to Section 6.09(d) and Section 6.09(e) above shall be made if and to the extent the Servicer has reimbursed itself for amounts previously advanced pursuant to such Sections 6.09(d) and 6.09(e), as the case may be. Section 6.10 Compensating Interest. Not later than the close of business on each Determination Date, with respect to each Mortgage Loan for which a Principal Prepayment or Curtailment was received during the related Due Period, the Servicer shall remit to the Indenture Trustee for deposit in the related Note Distribution Account from amounts otherwise payable to it as Servicing Compensation (as indicated in the Servicer's Certificate prepared pursuant to Section 6.08 above), an amount equal to the difference between (a) 30 days' interest on the Principal Balance of each such Mortgage Loan (other than a Periodic Payment Loan) or 28 days interest on the Principal Balance of each such Periodic Payment Loan immediately following the Payment Date in the related Due Period at the Mortgage Rate, net of the Servicing Fee, and after the related Cross-Over Date, the Excess Spread with respect to the related Group, and (b) the amount of interest actually received on each such Mortgage Loan for such Due Period, net of the Servicing Fee, the Annual Trustee Expense Amount, and after the related Cross-Over Date, the Excess Spread with respect to the related Group. Section 6.11 [Reserved]. -103-
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Section 6.12 Pre-Funding Account. (a) With respect to each Group and no later than the Closing Date, the Indenture Trustee shall establish one or more segregated trust accounts that are Eligible Accounts, which shall be titled, with respect to Group 1, "Group 1 Pre-Funding Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2" and, with respect to Group 2, "Group 2 Pre-Funding Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2". The Indenture Trustee shall, promptly upon receipt, deposit in the related Pre-Funding Account and retain therein the Original Pre-Funded Amount with respect to the related Group remitted on the Closing Date to the Indenture Trustee by the Seller. The Seller shall deposit in the related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investments upon realization of such loss. (b) Amounts on deposit in the related Pre-Funding Account shall be withdrawn by the Indenture Trustee as follows: (i) On any Subsequent Transfer Date, the Indenture Trustee, upon written direction from the Seller, shall withdraw from the related Pre-Funding Account an amount equal to the applicable percentage of the Principal Balances of the Subsequent Mortgage Loans with respect to the related Group transferred and assigned to the Indenture Trustee on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller upon satisfaction of the conditions with respect to such transfer and assignment set forth in Section 2.10(b) above with respect to all Subsequent Mortgage Loans, Section 2.10(c) with respect to Group 1 Subsequent Mortgage Loans and Section 2.10(d) with respect to Group 2 Subsequent Mortgage Loans; (ii) If the related Pre-Funded Amount has not been reduced to zero during the Funding Period, on September 25, 2000, the Indenture Trustee shall withdraw any amount remaining in the related Pre-Funding Account, net of investment earnings, and deposit such amount in the related Note Distribution Account in order to effect the distributions described in the last paragraph of Section 6.06(c) above on such Payment Date and remit any remaining balance to the Seller; and also, in no particular order of priority: (iv) to withdraw any amount not required to be deposited in the related Pre-Funding Account or deposited therein in error; (v) to withdraw investment earnings, and -104-
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(vi) to clear and terminate the related Pre-Funding Account upon the earliest to occur of (A) September 25, 2000, (B) the termination of this Agreement and (C) the termination of the related Group, with any amounts remaining on deposit therein being paid to the Certificateholders. Section 6.13 Interest Coverage Account. (a) With respect to each Group and no later than the Closing Date, the Indenture Trustee shall establish and maintain with itself a separate, segregated trust account, which shall be an Eligible Account, titled, with respect to Group 1, "Group 1 Interest Coverage Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2" and, with respect to Group 2, "Group 2 Interest Coverage Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." The Indenture Trustee shall, promptly upon receipt, deposit in the related Interest Coverage Account and retain therein the related Interest Coverage Amount remitted on the Closing Date or any Subsequent Transfer Date to the Indenture Trustee by the Seller. Funds deposited in the related Interest Coverage Account shall be held in trust by the Indenture Trustee for the Noteholders for the uses and purposes set forth herein. The Seller shall deposit in the related Interest Coverage Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss. (b) With respect to each Group and on the July 25, 2000 Payment Date, the Indenture Trustee shall withdraw from the related Interest Coverage Account and deposit in the related Note Distribution Account an amount, as provided in the Servicer's Monthly Remittance Report, equal to the sum of (A) (i) 30 days' interest on the related Original Pre-Funded Amount at an annual rate equal to 11.47821% with respect to Group 1 and 11.18465% with respect to Group 2 minus (ii) the sum of (1) interest payments received on Subsequent Mortgage Loans with respect to the related Group during the related Due Period and (2) Monthly Advances in respect of interest portions of delinquent Monthly Payments on Subsequent Mortgage Loans with respect to the related Group conveyed to the Indenture Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust. (c) With respect to each Group and on the August 25, 2000 Payment Date, the Indenture Trustee shall withdraw from the related Interest Coverage Account and deposit in the related Note Distribution Account an amount, as provided in the Servicer's Monthly Remittance Report, equal to the sum of (A) (i) 30 days' interest on the related Original Pre-Funded Amount minus the aggregate Principal Balance of Subsequent Mortgage Loans conveyed to the Indenture Trustee having a Due Date on or prior to July 1, 2000 at an annual rate equal to 11.47821% with respect to Group 1 and 11.18465% with respect to Group 2 minus (ii) the sum of (1) interest payments received on Subsequent Mortgage Loans conveyed to the Indenture Trustee during the related Due Period and (2) Monthly Advances in respect of interest portions of delinquent Monthly -105-
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Payments on Subsequent Mortgage Loans with respect to the related Group conveyed to the Indenture Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust. (d) With respect to each Group and on September 25, 2000, the Indenture Trustee shall withdraw from the related Interest Coverage Account and deposit in the related Note Distribution Account an amount, as provided in the Servicer's Monthly Remittance Report, equal to the sum of (A) (i) 30 days' interest on the related Original Pre-Funded Amount minus the aggregate Principal Balance of Subsequent Mortgage Loans conveyed to the Indenture Trustee having a Due Date on or prior to July 1, 2000 at an annual rate equal to 11.47821% with respect to Group 1 and 11.18465% with respect to Group 2 minus (ii) the sum of (1) interest payments received on Subsequent Mortgage Loans conveyed to the Indenture Trustee during the related Due Period and (2) Monthly Advances in respect of interest portions of delinquent Monthly Payments on Subsequent Mortgage Loans with respect to the related Group conveyed to the Indenture Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust. (e) With respect to each Group and on the date of conveyance of a Subsequent Mortgage Loan to the Indenture Trustee, excess funds on deposit in the related Interest Coverage Account in an amount equal to the product of (i) the Principal Balance of such Subsequent Mortgage Loan and (ii) 11.47821% with respect to Group 1 and 11.18465% with respect to Group 2 and (iii) a fraction, the numerator of which is the number of days from the Subsequent Transfer Date to September 25, 2000 and the denominator of which is 360 days, shall be remitted immediately to the Seller. (f) With respect to each Group and upon the earlier of (i) the September 25, 2000 Payment Date, (ii) the reduction of the related Class 1A Note Principal Balance or the Class 2A Note Principal Balance to zero, (iii) the termination of this Agreement in accordance with Section 11.01, (iv) the date of the conveyance of the last Subsequent Mortgage Loan to the Indenture Trustee, as set forth in a written letter of instruction by the Servicer to the Indenture Trustee, or (v) termination of the related Group, any amount remaining on deposit in the related Interest Coverage Account other than the Deferred Interest Amount after distributions pursuant to Sections 6.13(b), 6.13(c) and 6.13(d) above shall be withdrawn by the Indenture Trustee and paid to the Seller. (g) With respect to each Group and on each Payment Date after the September 25, 2000 Payment Date, the Indenture Trustee shall withdraw from the related Interest Coverage Account and deposit in the related Note Distribution Account, an amount equal to the amount of interest that will accrue during the period of deferment on the principal balance of any related Deferred Payment Loan as transferred to the Issuer that would otherwise be due during the related Due Period. -106-
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Section 6.14 Reserve Account. (a) If necessary, the Indenture Trustee shall establish and maintain with itself a separate, segregated trust account, which shall be an Eligible Account, titled, "Reserve Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2". The Indenture Trustee shall promptly deposit in the Reserve Account the Excess Overcollateralization Amount, if any. Funds deposited in the Reserve Account shall be held in trust by the Indenture Trustee for the Noteholders for the uses and purposes set forth herein. (b) All income and gain realized from investment of funds deposited in the Reserve Account shall be for the sole and exclusive benefit of the Seller and shall be remitted by the Indenture Trustee to the Seller on the first Business Day following each Payment Date. (c) Amounts, if any, on deposit in the Reserve Account shall be withdrawn on each Payment Date by the Indenture Trustee to be applied, at the written direction of the Servicer, as follows: (i)(A) to deposit in the Group 1 Note Distribution Account, an amount equal to the excess of the Class A Remittance Amount with respect to the Class 1A Notes for such Payment Date over the Amount Available (exclusive of clauses (iv) and (v) of the definition thereof) with respect to Group 1 for such Payment Date and (B) to deposit in the Group 2 Note Distribution Account, an amount equal to the excess of the Class A Remittance Amount with respect to the Class 2A Notes for such Payment Date over the Amount Available (exclusive of clauses (iv) and (v) of the definition thereof) with respect to Group 2 for such Payment Date; (ii) to release to the Certificateholders, on the Payment Date on which the Overcollateralization Amount for the Groups exceeds the Required Overcollateralization Amount for the Groups, the lesser of (A) the amount, if any, remaining in the Reserve Account and (B) such excess, after giving effect to all payments to be made on the related Class A Notes on such Payment Date; and (iii) to clear and terminate the related Reserve Account upon termination of this Agreement with any amounts on deposit therein being paid to the Certificateholders. Section 6.15 [Reserved] Section 6.16 Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Indenture Trustee shall comply with all federal withholding requirements respecting payments to Noteholders of interest or original issue discount that the Indenture Trustee reasonably believes are applicable under the Code. -107-
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The consent of Noteholders shall not be required for such withholding. In the event the Indenture Trustee does withhold any amount from interest or original issue discount payments or advances thereof to any Noteholder pursuant to federal withholding requirements, the Indenture Trustee shall indicate the amount withheld to such Noteholders. Section 6.17 Cap Agreements. On the Closing Date, the Seller will enter into the Class 1A Cap Agreement with Morgan Guaranty Trust Company of New York and the Class 2A Cap Agreement with National Westminster Bank Plc. All of the Seller's rights under the Cap Agreements shall be transferred, assigned, set over and conveyed, without recourse, to the Trust for the benefit of Indenture Trustee on behalf of Noteholders and the Note Insurer pursuant to the Class 1A Assignment Agreement and the Class 2A Assignment Agreement. Pursuant to the Cap Agreements, the Trust will be entitled to certain supplemental payments when one-month LIBOR exceeds specified levels as set forth in the Cap Agreements. Any payments made under the Cap Agreements will be included within the Available Remittance Amount and payable to the Noteholders on a given Payment Date, but will not have the effect of increasing the Class 1A Note Interest Rate or Class 2A Note Interest Rate. -108-
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ARTICLE VII GENERAL SERVICING PROCEDURE Section 7.01 Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. In such event, the Servicer shall enter into an assumption and modification agreement with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage Documents, the Mortgagor remains liable thereon. The Servicer is also authorized with the prior approval of the Note Insurer to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Servicer shall notify the Indenture Trustee and the Note Insurer that any such substitution or assumption agreement has been completed by forwarding to the Indenture Trustee the original of such substitution or assumption agreement and a duplicate thereof to the Note Insurer, which original shall be added by the Indenture Trustee to the related Trustee's Mortgage File and shall, for all purposes, be considered a part of such Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any assumption or substitution agreement entered into pursuant to this Section 7.01, the Servicer shall not change the Mortgage Rate or the Monthly Payment, defer or forgive the payment of principal or interest, reduce the outstanding principal amount or extend the final maturity date on such Mortgage Loan. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional Servicing Compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files. The Servicer shall not grant a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or otherwise prejudice any right the Noteholders may have under the mortgage instruments subject to Section 5.01 above. The Servicer shall maintain the Fidelity Bond as provided for in Section 5.09 above insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein. -109-
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Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer will immediately notify the Indenture Trustee (if it holds the related Trustee's Mortgage File) or the Custodian, as the case may be, by an Officers' Certificate in the form of Exhibit I attached hereto (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Principal and Interest Account pursuant to Section 5.03 above have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Trustee's Mortgage File. Upon receipt of such certification and request, the Indenture Trustee or such Custodian, as the case may be, shall promptly release the related Trustee's Mortgage File to the Servicer. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be payable only from and to the extent of Servicing Compensation with respect to the related Group and shall not be chargeable to the related Principal and Interest Account or the related Note Distribution Account. With respect to any Mortgage Note released by the Indenture Trustee to the Servicer or to any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to the second paragraph of this Section 7.02, prior to such release, the Indenture Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of LaSalle Bank National Association, as Trustee under the Indenture, dated as of June 1, 2000, Series 2000-2" and (b) complete a restrictive endorsement that reads "LaSalle Bank National Association is the holder of the mortgage note for the benefit of the Noteholders under the Indenture, dated as of June 1, 2000, Series 2000-2" with respect to those Mortgage Notes currently endorsed "Pay to the order of holder", if any. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any primary mortgage guaranty insurance policy, the Indenture Trustee shall, upon request of the Servicer and delivery to the Indenture Trustee of a certification in the form of Exhibit I attached hereto signed by a Servicing Officer, release the related Trustee's Mortgage File or any document therein to the Servicer, and the Indenture Trustee shall execute such documents as shall be necessary to the prosecution of any such proceedings. Such servicing receipt shall obligate the Servicer to return the Trustee's Mortgage File or any document released therefrom to the Indenture Trustee when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Net Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Principal and Interest Account with respect to each Group, and remitted to the Indenture Trustee for deposit in the related Note Distribution Account or the Trustee's Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Indenture Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Trustee's Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Indenture Trustee to the Servicer. -110-
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The Indenture Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings, the Servicer shall deliver to the Indenture Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Indenture Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Indenture Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. The Indenture Trustee shall, upon receipt of a written request from a Servicing Officer, execute any document provided to the Indenture Trustee by the Servicer or take any other action requested in such request that is, in the opinion of the Servicer as evidenced by such request, required by any state or other jurisdiction to discharge the lien of a Mortgage upon the satisfaction thereof and the Indenture Trustee will sign and post, but will not guarantee receipt of, any such documents to the Servicer, or such other party as the Servicer may direct, within five Business Days, or more promptly if needed, of the Indenture Trustee's receipt of such certificate or documents. Such certificate or documents shall establish to the Indenture Trustee's satisfaction that the related Mortgage Loan has been paid in full by or on behalf of the Mortgagor and that such payment has been deposited in the Principal and Interest Account. Section 7.03 Servicing Compensation. As compensation for its services under this Agreement, subject to Section 5.03 and Section 6.10 (pursuant to which Servicing Compensation is reduced), the Servicer shall be entitled to withdraw from the Principal and Interest Account with respect to the related Group or to retain from interest payments on the Mortgage Loans, the Servicer's Servicing Fee. Additional servicing compensation in the form of assumption and other administrative fees, interest paid on funds on deposit in the Principal and Interest Accounts, interest paid and earnings realized on Permitted Instruments in the Principal and Interest Accounts, Note Distribution Accounts and Trustee Expense Accounts, amounts remitted pursuant to Sections 6.03(c)(iii), 6.04 and 7.01 above, late payment charges and Excess Proceeds shall be retained by or remitted to the Servicer to the extent not required to be remitted to the Indenture Trustee for deposit in the Note Distribution Accounts. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein. The Seller's Yield is the property of the Seller, and not the property of the Servicer, and such ownership shall not be affected by any termination of the Servicer. Section 7.04 Annual Statement as to Compliance. The Servicer will deliver to the Note Insurer, the Indenture Trustee, the Rating Agencies, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., not later than the last day of the fourth month following the end of the Servicer's fiscal year, beginning for the fiscal year ending June 30, 2001, an Officer's Certificate stating that (i) the Servicer has fully -111-
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complied with the provisions of Articles V and VII, (ii) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer's supervision, and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof and the action being taken by the Servicer to cure such default. Section 7.05 Annual Independent Public Accountants' Servicing Report and Comfort Letter. Not later than the last day of the fourth month following the end of the Servicer's fiscal year, beginning for the fiscal year ending June 30, 2001, the Servicer, at its expense, shall cause a firm of independent public accountants reasonably acceptable to the Indenture Trustee and the Note Insurer to furnish (1) a letter or letters to the Note Insurer, the Indenture Trustee, the Rating Agencies, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. to the effect that such firm has with respect to the Servicer's overall servicing operations examined such operations in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, and stating such firm's conclusions relating thereto and (2) a letter to the effect that such firm has examined Section 6.08 of this Agreement (or the comparable section of a substantially similar agreement of the Servicer, as Servicer, under which certain payments to the holders of certificates or securities are guaranteed by the Note Insurer) and verified the mathematical accuracy of the amounts reported by the Servicer and that such amounts were computed in accordance with the terms of this Agreement (or such comparable agreement). Section 7.06 Securityholder's, Indenture Trustee's and Note Insurer's Right to Examine Servicer Records. (a) Each Securityholder, the Indenture Trustee and the Note Insurer shall have the right upon reasonable prior notice, during normal business hours and as often as reasonably required, to examine and audit any and all of the books, records or other information of the Servicer, whether held by the Servicer or by another on behalf of the Servicer, which may be relevant to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement. (b) More specifically (but without derogation of the more general right of inspection referred to in subsection (a) above), the Note Insurer or its agents or representatives also shall have the right, upon reasonable notice and during normal business hours on the Servicer's or any Subservicer's premises, as the case may be, to examine, review and audit the books, records and files of the Servicer or any Subservicer relating to the Mortgage Loans (including, without limitation, any servicing and origination files) and the servicing thereof and to receive such other information as the Note Insurer may reasonably request, and to make such copies or take excerpts from such books, records and files as any such agent or representative deems necessary or advisable. During any such examination or review, the Servicer or Subservicer, as the case may be, shall make its employees, -112-
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auditors, representatives or agents knowledgeable about the books, records and/or files being examined or reviewed available to the Note Insurer, its agents or representatives. In addition, the Servicer, upon request of the Note Insurer, will permit the Note Insurer or its authorized agents to discuss the affairs, finances and accounts of the Servicer with such Servicer's independent accountants. Unless an Event of Servicer Default shall have occurred and be continuing, the reasonable and customary out of pocket costs and expenses of the Servicer or its representatives or agents in connection with any such examination, review or discussion under this subsection (b) shall be paid by the Servicer, and the costs and expenses of the Note Insurer, its agents or representatives shall be paid by the Note Insurer. During the period in which an Event of Servicer Default is continuing, any costs and expenses of the Note Insurer, its agents and representatives and of the Servicer, its agents and representatives shall be paid solely by the Servicer. Section 7.07 Reports to the Indenture Trustee; Principal and Interest Account Statements. If any Principal and Interest Account is not maintained with the Indenture Trustee, then not later than 25 days after each Record Date, the Servicer shall forward to the Indenture Trustee a statement, certified by a Servicing Officer, setting forth the status of such Principal and Interest Account as of the close of business on the preceding Record Date and showing, for the period covered by such statement, the aggregate of deposits into such Principal and Interest Account for each category of deposit specified in Section 5.03 above, the aggregate of withdrawals from such Principal and Interest Account for each category of withdrawal specified in Section 5.04 above, the aggregate amount of permitted withdrawals not made in the related Due Period, the amount of any related Monthly Advances for the related Due Period. -113-
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ARTICLE VIII REPORTS TO BE PROVIDED BY SERVICER Section 8.01 Financial Statements. The Servicer understands that, in connection with the transfer of the Notes, Noteholders may request that the Servicer make available to prospective Noteholders annual audited financial statements of the Servicer for one or more of the most recently completed five fiscal years for which such statements are available, which request shall not be unreasonably denied. The Servicer also agrees to make available on a reasonable basis to the Note Insurer and any prospective Noteholder a knowledgeable financial or accounting officer for the purpose of answering reasonable questions respecting recent developments affecting the Servicer or the financial statements of the Servicer and to permit the Note Insurer and any prospective Noteholder to inspect the Servicer's servicing facilities during normal business hours for the purpose of satisfying the Note Insurer and such prospective Noteholder that the Servicer has the ability to service the Mortgage Loans in accordance with this Agreement. -114-
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ARTICLE IX THE SERVICER Section 9.01 Indemnification; Third Party Claims. (a) The Servicer agrees to indemnify and hold the Indenture Trustee, the Owner Trustee, the Issuer, the Note Insurer and each Noteholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee, the Note Insurer, any such Noteholder or any such other indemnified Person may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Issuer, the Indenture Trustee, the Owner Trustee, the Issuer, the Note Insurer and each Noteholder if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Indenture Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Issuer, the Indenture Trustee, the Owner Trustee, the Issuer, the Note Insurer, a Noteholder and/or any such other indemnified Person in respect of such claim. The Indenture Trustee may reimburse the Servicer from amounts otherwise distributable on the Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. (b) The Seller agrees to indemnify and hold the Issuer, the Owner Trustee, the Indenture Trustee, the Note Insurer and each Noteholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuer, the Owner Trustee, the Indenture Trustee, the Note Insurer, any Noteholder and/or any such other indemnified person may sustain in any way related to (i) the failure of the Servicer, if it is an Affiliate thereof, or the failure of the Seller to perform their respective duties in compliance with the terms of this Agreement or (ii) any breach of the representations and warranties set forth in Sections 3.02(b)(xv) and 3.02(c)(xiv). The Seller shall immediately notify the Issuer, the Owner Trustee, the Indenture Trustee, the Note Insurer and each Noteholder if a claim is made by a third party with respect to this Agreement and the Seller shall assume (with the consent of the Indenture Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Issuer, the Owner Trustee, the Seller, the Indenture Trustee, the Note Insurer, a Noteholder and/or any such other indemnified Person in respect of such claim. The Indenture Trustee may, if necessary, reimburse the Seller from amounts otherwise distributable on the Certificates if the claim is made with respect to this Agreement for all amounts advanced by it pursuant to the preceding sentence, except when the claim relates directly to the failure of a -115-
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Servicer, if it is, or is an Affiliate of, the Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, or the failure of the Seller to perform its duties in compliance with the terms of this Agreement. (c) The Seller agrees to indemnify the Issuer for any liability arising from the naming of the Issuer as a defendant in its capacity as an assignee of the lender in an action under HOEPA. Section 9.02 Merger or Consolidation of the Seller and the Servicer. The Servicer and the Seller will keep in full effect its existence, rights and franchises as a corporation, and will obtain and preserve its qualification to do business as a foreign corporation, in each jurisdiction necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be an established mortgage loan servicing institution that has a net worth of at least $15,000,000 and shall be the successor of the Servicer without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving person to any Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of Fannie Mae or Freddie Mac and be reasonably acceptable to the Note Insurer. The Servicer shall send notice of any such merger, consolidation or succession to the Issuer, the Indenture Trustee, the Rating Agencies and the Note Insurer. Section 9.03 Limitation on Liability of the Servicer and Others. The Seller and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein. The Servicer and any director, officer, employee or agent of the Servicer may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Section 9.01, the Servicer shall have no obligation to appear with respect to, prosecute or defend, any legal action which is not incidental to the Servicer's duty to service the Mortgage Loans in accordance with this Agreement. Section 9.04 Servicer Not to Resign. The Servicer shall not assign this Agreement or any part thereof nor resign from the obligations and duties hereby imposed on it except (i) that the Servicer may resign from any obligations and duties hereby imposed on it in connection with the Class 1A Notes upon mutual consent of the Servicer, the Seller, the Issuer, the Note Insurer, the Indenture Trustee and the Class -116-
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1A Majority Noteholders, (ii) that the Servicer may resign from any obligations and duties hereby imposed on it in connection with the Class 2A Notes upon mutual consent of the Servicer, the Seller, the Issuer, the Note Insurer, the Indenture Trustee and the Class 2A Majority Noteholders or (iii) upon the determination that the Servicer's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination under clause (iii) permitting the resignation of the Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Issuer, the Indenture Trustee, the Seller and the Note Insurer, which Opinion of Counsel shall be in form and substance acceptable to the Indenture Trustee and the Note Insurer. No such resignation shall become effective until a successor has assumed such Servicer's responsibilities and obligations hereunder in accordance with Section 10.02. Section 9.05 Representations of the Servicer. The Servicer hereby represents and warrants to the Issuer, the Indenture Trustee, the Note Insurer and the Securityholders as of the Closing Date: (a) The Servicer is a federally chartered stock savings bank and has been duly organized and is validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer or exempt from such licensing or qualification; the Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the -117-
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consummation of the transactions contemplated by this Agreement and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as Servicer under this Agreement and such of the other documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement will not result in the breach of any terms or provisions of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) Neither this Agreement nor the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of the Servicer's knowledge, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; and (f) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under any Subservicing Agreement. Section 9.06 Accounting Upon Resignation or Termination of Servicer. Upon resignation of the Servicer under Section 9.04 or upon termination of the Servicer under Section 10.01, the Servicer shall: (a) deliver to its successor or, if none shall yet have been appointed, to the Indenture Trustee the funds in the Group 1 Principal and Interest Account or the Group 2 Principal and Interest Account; -118-
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(b) deliver to its successor or, if none shall yet have been appointed, to the Indenture Trustee all Mortgage Files and related documents and statements held by it hereunder and a Mortgage Loan portfolio computer tape; (c) deliver to its successor or, if none shall yet have been appointed, to the Indenture Trustee and, upon request, to the Noteholders and Certificateholders a full accounting of all funds, including a statement showing the Monthly Payments collected by it and a statement of monies held in trust by it for the payments or charges with respect to the Mortgage Loans; (d) deliver, upon request, to its successor or, if none shall have yet been appointed, to the Indenture Trustee, copies of any proprietary software or computer programs, including any related operating manuals or training material, if any, used in the servicing of the atypical Mortgage Loans included in the Trust to the extent that such successor or the Indenture Trustee, as applicable, shall not have reasonably available to it, software and programs for the servicing of such atypical Mortgage Loans, and shall use its reasonable best efforts to provide its successor, or the Indenture Trustee, as applicable, with any license, authorization or approvals from third parties necessary for its successor, or the Indenture Trustee, as applicable, to operate or use any other software or computer programs used in the servicing of the Mortgage Loans included in the Trust. Prior to any such delivery, the Servicer shall have received from such successor or the Indenture Trustee, as applicable, an agreement in writing to the effect that such software and programs delivered to it will be used solely in connection with the servicing of the Mortgage Loans included in the Trust and that it will return the same to the Servicer upon termination of its duties hereunder; and (e) execute and deliver such instruments and perform all acts reasonably requested in order to effect the orderly and efficient transfer of servicing of the Mortgage Loans to its successor and to more fully and definitively vest in such successor all rights, powers, duties, responsibilities, obligations and liabilities of the Servicer under this Agreement. -119-
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ARTICLE X DEFAULT Section 10.01 Events of Servicer Default. (a) In case one or more of the following Events of Servicer Default by the Servicer shall occur and be continuing, that is to say, with respect to a Group: (i)(A) an Event of Nonpayment which continues unremedied for a period of one (1) Business Day after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and the Note Insurer by any Noteholder and, in the case of an Event of Nonpayment described in clause (i) or (ii) of the definition thereof, the insufficiency referred to in such clause (i) or (ii) does not result from a failure by the Note Insurer to perform in accordance with the terms of this Agreement with respect to such Group or the Note Insurance Policy or a failure by the Indenture Trustee to perform in accordance with this Agreement with respect to such Group; (B) the failure by the Servicer to make any required Servicing Advance with respect to a Group, to the extent such failure materially and adversely affects the interest of the Note Insurer or the related Noteholders and which continues unremedied for a period of 20 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and the Note Insurer by any Noteholder; (C) the failure by the Servicer to make any required Monthly Advance to the extent of the full amount of the related Class A Interest Remittance Amount; or (D) any other failure by the Servicer to remit to the related Securityholders, or to the Indenture Trustee for the benefit of the related Securityholders, any payment required to be made by the Servicer under the terms of this Agreement, to the extent such failure materially and adversely affects the interest of the Note Insurer or the Securityholders and which continues unremedied for a period of 20 days after the date upon which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and the Note Insurer by any Securityholder; or (ii) failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth herein, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the -120-
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Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or any related Securityholder with the consent of the Note Insurer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property, which appointment shall continue unremedied for a period of 30 days after the Servicer has received notice of such default; (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, any of which shall continue unremedied for a period of 30 days after the Servicer has received notice of such default; (vi) the Cumulative Loss Percentage, for either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, equals or exceeds the following percentage of the applicable Original Group Principal Balance plus the applicable Original Pre-Funded Amount, during any period set forth below: Cumulative Loss Period Percentage --------------------------- ---------------- June 2, 2000-June 1, 2001 0.75% June 2, 2001-June 1, 2002 2.00% June 2, 2002-June 1, 2003 3.50% June 2, 2003-June 1, 2004 5.00% June 2, 2004-June 1, 2005 6.50% June 2, 2005 and thereafter 8.00% or; (vii) Realized Losses over any one twelve-month period, for either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, exceed 2.00% of the sum -121-
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of (a) the applicable Original Group Principal Balance and (b) the applicable Original Pre-Funded Amount; or (viii) the Rolling Delinquency Percentage, for either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans exceeds 24.00% of the applicable Group Principal Balance as of the last day of the prior calendar month; (ix) The Servicer and/or its subsidiaries shall fail to meet the capital standards established for "adequately capitalized" institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended; provided, however, the Servicer shall have the ability to cure its failure to meet such capital standard within 30 days following the earlier of (a) the date upon which the Servicer has knowledge that it has failed to meet its capital standard and (b) the date the Servicer is notified by the FDIC that it has failed to meet such standard, so long as the Servicer demonstrates to MBIA in a manner acceptable to MBIA in its sole discretion that such failure to meet such capital standard may reasonably be cured within 30 days; or (x) The Servicer and/or its subsidiaries (a) shall fail to pay any principal of or premium or any interest on its debt which is outstanding in the principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt, and (b) the effect of such event is to accelerate the maturity and the repayment of such debt before the stated maturity thereof; or (xi) The Servicer and/or its subsidiaries shall fail to remain in compliance with federal regulations and the applicable regulator shall have issued, or entered into against the Servicer and/or its subsidiaries, a written agreement, sanction or a cease and desist order, including but not limited to any capital directive, directive to take prompt corrective action or any other mandatory or discretionary supervisory action. (b) then, and in each and every such case so long as such Event of Servicer Default shall not have been remedied, (x) in the case solely of clause (i)(C) above, if such Monthly Advance is not made by 4:00 p.m. Chicago time on the Determination Date, the Indenture Trustee, upon receipt of written notice or discovery by a Responsible Officer of such failure, shall give immediate telephonic notice of such failure to a Servicing Officer of the Servicer and, unless such failure is cured, either by receipt of payment or receipt of evidence satisfactory to the Note Insurer (e.g., a wire reference number communicated by the sending bank; the Note Insurer shall notify the Indenture Trustee if the Note Insurer receives satisfactory evidence that such funds have been sent), by 12:00 Noon New York City time on the following Business Day, the Indenture Trustee, or a successor servicer appointed in accordance with Section 10.02, shall immediately make such Monthly Advance and assume, pursuant to Section 10.02, the duties of a successor Servicer with respect to such Group, and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii) through (xi) inclusive, -122-
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above, the Indenture Trustee, the Note Insurer or the Majority Noteholders of the related Group(s) affected by such Event of Servicer Default, by notice in writing to the Servicer and a Responsible Officer of the Indenture Trustee and subject to the prior written consent of the Note Insurer may, in addition to whatever rights such Noteholders may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Servicer hereunder with respect to the Group(s) affected by such Event of Servicer Default and in and to the Mortgage Loans of the Group(s) affected by such Event of Servicer Default and the proceeds thereof, as servicer. Upon receipt by the Servicer of a second written notice (except relative to clause (i)(C) above) from the Indenture Trustee, the Note Insurer or the Majority Noteholders of the related Group stating that they intend to terminate the Servicer as a result of such Event of Servicer Default, all authority and power of the Servicer under this Agreement with respect to such Group, shall, subject to Section 10.02, pass to and be vested in the Indenture Trustee or its designee and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the related Mortgage Loans and related documents. The Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights hereunder with respect to the related Group, including, without limitation, the transfer to the Indenture Trustee or its designee for administration by it of all amounts which shall at the time be credited by the Servicer to the related Principal and Interest Account or thereafter received with respect to the Mortgage Loans of the related Group. For the purposes of exercising the remedies set forth in Section 10.01 above, with respect to clauses (i) through (xi), inclusive of Section 10.01(a) above, the Note Insurer shall be deemed to be the Majority Noteholder for a Group for so long as the Note Insurance Policy shall be in effect and the Note Insurer shall be in full compliance with its payment obligations thereunder. For the purposes of clause (ii), either the Note Insurer or the Majority Noteholders of the related Group(s) affected by such Event of Servicer Default with the prior consent of the Note Insurer may direct the appropriate remedial action provided in this Section. The Indenture Trustee shall not be deemed to have knowledge of an Event of Servicer Default (except an Event of Servicer Default pursuant to Section 10.01(a)(i)(A) above relating to an Event of Nonpayment or the failure to make a Monthly Advance) unless a Responsible Officer has received written notice thereof. (c) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an Event of Nonpayment or an event set forth in clauses (vi), (vii) and (viii) above ("Performance Default") known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall promptly notify the Note Insurer of such occurrence with respect to such Group. During the thirty (30) day period following receipt of such notice, the Indenture Trustee and the Note Insurer shall cooperate with each other to determine if the occurrence of such Event of Nonpayment or Performance Default is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. If the Indenture Trustee and the Note Insurer conclude that the Event of Nonpayment or Performance Default is the result -123-
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of the latter, the Servicer may not be terminated with respect to such Group, unless and until an Event of Servicer Default unrelated to such Event of Nonpayment or Performance Default has occurred and is continuing, whether or not the Servicer has cured such Event of Nonpayment or Performance Default. If the Indenture Trustee and the Note Insurer conclude that the Event of Nonpayment or Performance Default is the result of the former, the Note Insurer or the Majority Noteholders of the related Group, as the case may be, may terminate the Servicer in accordance with Section 10.01(b) above, provided that the Indenture Trustee shall have until the 60th day following the date of receipt of notice of the Event of Nonpayment or Performance Default to either assume the servicing for the related Group or appoint a successor servicer for the related Group pursuant to Section 10.02. If the Indenture Trustee and the Note Insurer cannot agree, the decision of the Note Insurer in its sole discretion shall control; provided, however, that if the Note Insurer decides to terminate the Servicer, the Indenture Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the exclusive obligation of the Note Insurer. The Indenture Trustee shall promptly notify the Rating Agencies of the occurrence of an Event of Servicer Default known to a Responsible Officer of the Indenture Trustee. Notwithstanding any termination of the activities of a Servicer hereunder, the Servicer shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice terminating the Servicer's rights and obligations as Servicer hereunder and received after such notice, that portion thereof to which the Servicer would have been entitled pursuant to Sections 5.04(i) through (ix), and any other amounts payable to the Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. Section 10.02 Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 10.01 above, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04, or the Servicer is removed as servicer pursuant to this Article X, the Indenture Trustee shall be, with respect to such Group, the successor in all respects to the Servicer in its capacity as servicer under this Agreement with respect to such Group and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, provided, however, that the Indenture Trustee shall have no liability or obligation hereunder in respect of any period prior to becoming such successor, whether for acts or omissions of any prior servicer or otherwise. The Indenture Trustee, as successor to the Servicer, shall be obligated to make advances pursuant to Sections 6.09, 6.10, 5.10 or 5.14 unless, and only to the extent, the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04(ii) above, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. Subject to its determination that such advances would not be recoverable in accordance with the foregoing, the Indenture Trustee, as -124-
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successor to the Servicer, shall be obligated to advance any amount described in clause (c)(vii) of the definition of Class A Principal Remittance Amount. As compensation therefor, the Indenture Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Mortgage Loans which the Servicer would have been entitled to receive from the related Principal and Interest Account pursuant to Section 5.04 above if the Servicer had continued to act as servicer hereunder, together with other servicing compensation as provided in Sections 7.01 and 7.03 above. In no event shall the Indenture Trustee or the Trust acquire any rights to the Seller's Yield. The Indenture Trustee also shall have the right to elect to be successor to the Servicer with respect to less than all of the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and shall be entitled to select such responsibilities and duties (and related liabilities) and appoint a successor servicer to perform the other responsibilities (and related liabilities). In the event that the Indenture Trustee makes such election, the aggregate compensation payable to the Indenture Trustee and the successor servicer may be equal to (but shall not be in excess of) that set forth in Section 7.03, the breakdown of such compensation between the Indenture Trustee and such successor servicer to be determined by them. In the event the Indenture Trustee makes such election, it shall provide prompt written notice to the Seller and the Note Insurer, which notice shall identify the successor servicer, the portion of the responsibilities, duties and liabilities to be performed by the Indenture Trustee and the Servicer and the portion of the compensation of the Servicer which is to be paid to each of the Indenture Trustee and such successor servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Majority Noteholders of the affected Group(s) with the prior consent of the Note Insurer, or the Note Insurer so request in writing to the Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the Note Insurer that has a net worth of not less than $15,000,000 and which is approved as a servicer by Fannie Mae and Freddie Mac as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the related Principal and Interest Account by the Servicer -125-
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or which are thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder. The Indenture Trustee shall not resign as successor servicer until another successor servicer reasonably acceptable to the Note Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee, any Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Section 10.03 Waiver of Defaults. The Majority Noteholders with respect to a Group, on behalf of all Noteholders with respect to such Group, and subject to the consent of the Note Insurer, or the Note Insurer, may waive any events permitting removal of the Servicer as servicer with respect to a Group pursuant to this Article X; provided, however, that neither the Majority Noteholders nor the Note Insurer may waive a default in making a required distribution on a Security without the consent of the Holder of such Security. Upon any waiver of a past default, such default shall cease to exist, and any Event of Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Indenture Trustee to the Rating Agencies. -126-
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ARTICLE XI TERMINATION Section 11.01 Termination. Subject to Section 11.02, this Agreement shall terminate upon notice to the Indenture Trustee of either: (a) the later of the distribution to Securityholders of the final payment or collection with respect to the last Mortgage Loan (or Monthly Advances of same by the Servicer), or the disposition of all funds with respect to the last Mortgage Loan and the remittance of all funds due hereunder and the payment of all amounts due and payable to the Note Insurer and the Indenture Trustee or (b) mutual consent of the Servicer, the Note Insurer and all Securityholders in writing. Subject to Section 11.02, the Servicer may, at its option, terminate its rights and obligations under this Agreement, on any date on which the Pool Principal Balance is less than or equal to 5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amounts, by purchasing, on the next succeeding Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price (the "Termination Price") equal to the excess, if any, of (1) the sum of (x) (i) 100% of the Principal Balance of each outstanding Mortgage Loan, and (ii) 30 days' interest on the amount described in clause (x)(i) at a rate equal to the related Net Mortgage Rate; but in no event less than the Class 1A Note Interest Rate, with respect to Group 1, or the Class 2A Note Interest Rate, with respect to Group 2, and (y) the appraised value of each REO Property, such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Indenture Trustee in their reasonable discretion (and approved by the Note Insurer in its reasonable discretion), over (2) the amounts (other than the Termination Price being calculated pursuant to this paragraph) that will constitute the Available Remittance Amount for such Payment Date (including without limitation, the amounts to be transferred to the related Note Distribution Account on the Determination Date immediately preceding such Payment Date pursuant to the second following paragraph), to the extent such other amounts represent collections on the Mortgage Loans and REO Properties of principal not yet applied to reduce the related Principal Balance thereof or interest therein at the related Net Mortgage Rate accrued from and after the respective Due Dates in the Due Period next preceding the related Due Period; provided, however, that the termination price shall be at an amount at least equal to (1) the sum of the Class 1A Note Principal Balance and the Class 2A Note Principal Balance, (2) the sum of one month's accrued interest on the Class 1A Note Principal Balance and the Class 2A Note Principal Balance, at the Class 1A Note Interest Rate and the Class 2A Note Interest Rate, respectively, through the date of redemption and (3) all amounts due and owing the Note Insurer under the Insurance Agreement. In connection with any such purchase, the Servicer shall also pay any outstanding and unpaid fees and expenses of the Indenture Trustee and the Note Insurer relating to this Agreement that such parties would otherwise have been entitled to pursuant to Sections 6.03(a) and 12.01 hereof, in the case of the Indenture Trustee, and Section 6.04, in the case of the Note Insurer and, in the case of the Note Insurer, all amounts due and owing under the Insurance Agreement. -127-
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If the Servicer does not exercise its option set forth above, the majority Certificateholder may exercise such option on the same terms as the Servicer; provided, that if the Servicer is Superior Bank, FSB or an Affiliate, the Certificateholder shall give the Servicer 30 days' prior written notice of its intention to exercise such option. If the Servicer fails to notify the majority Certificateholder that it intends to exercise the option, the majority Certificateholder may do so. Any such purchase shall be accomplished by remitting to the Indenture Trustee for deposit into the related Note Distribution Account on the Determination Date immediately preceding the Payment Date on which the purchase is to occur the amount of the Termination Price. On the same day that the Termination Price is deposited into the related Note Distribution Account, any amounts then on deposit in the Principal and Interest Account with respect to such Group (other than Excess Spread, any amounts not required to have been deposited therein pursuant to Section 5.03 and any amounts withdrawable therefrom by the Servicer pursuant to Section 5.04(ii), (iii) and (vii)) shall be transferred to the related Note Distribution Account for distribution to the related Securityholders on the final Payment Date; and any amounts received by the Servicer with respect to the Mortgage Loans and REO Properties in such Group subsequent to such transfer shall belong to the Person purchasing the Mortgage Loans and REO Properties relating to such Group. For purposes of calculating the Available Remittance Amount with respect to a Group for the final Payment Date, amounts transferred to the related Note Distribution Account pursuant to the immediately preceding sentence on the Determination Date immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and such transfer shall be made pursuant to Section 5.04(i). The Termination Price remitted to the Indenture Trustee for deposit into the related Note Distribution Account shall be in proportion to the outstanding Mortgage Loans and REO Properties in such Group. Notice of any termination, specifying the Payment Date upon which the Trust will terminate and the related Noteholders shall surrender their Notes to the Indenture Trustee for redemption and final payment, shall be given promptly by the purchasing Person by letter to the Indenture Trustee to be forwarded to the related Noteholders mailed during the month of such final distribution before the Determination Date in such month, specifying (i) the Payment Date upon which final payment of the Notes will be made upon presentation and surrender of Notes at the office of the Indenture Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office of the Indenture Trustee therein specified. On the final Payment Date, the Indenture Trustee shall distribute or credit, or cause to be distributed or credited, the Amount Available for such Payment Date in accordance with Section 6.06(c). The obligations of the Note Insurer under this Agreement shall terminate upon the deposit by the purchasing Person, with the Indenture Trustee of a sum sufficient to purchase all of the Mortgage Loans and REO Properties as set forth above, reduction of the Class 1A Note Principal Balance and the Class 2A Note Principal Balance to zero and payment of any amount set forth in clause (c)(vii) of the definition of Class A Principal Remittance Amount. -128-
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In the event that all of the Noteholders shall not surrender their Notes for cancellation within six months after the time specified in the above-mentioned written notice, the Indenture Trustee shall give a second written notice to the remaining Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within six months after the second notice, all of the Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of their Notes and the cost thereof shall be paid out of the funds and other assets of the Trust which remain subject hereto. If within nine months after the second notice all the Notes shall not have been surrendered for cancellation, and the Note Insurer shall be entitled to any unclaimed funds that represent Insured Payments and the Certificateholders shall be entitled to all other unclaimed funds and other assets of the Trust which remain subject hereto and the Indenture Trustee upon transfer of such funds shall be discharged of any responsibility for such funds and the Noteholders shall look to the Note Insurer or the Certificateholders, as applicable for payment. Section 11.02 Seller's Right to Seller's Yield Absolute. The Seller's right to receive the Seller's Yield with respect to each Mortgage Loan shall be absolute and unconditional, and shall survive notwithstanding the termination of the rights and obligations of the Servicer hereunder, the resignation of the Servicer or the termination of this Agreement. The Seller's right to receive the Seller's Yield shall not be subject to offset or counterclaim, whether or not such right has been assigned in whole or in part, notwithstanding any breach of any representation or warranty of the Seller under this Agreement or any default by the Seller of any of its obligations or covenants under this Agreement. The Seller shall have the right to assign any or all of its rights in and to the Seller's Yield, without notice to or the consent of any party of this Agreement or any Securityholder. -129-
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ARTICLE XII Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses. The Servicer and the Seller, jointly and severally, covenant and agree to pay to the Indenture Trustee annually, from amounts on deposit in the Trustee Expense Accounts, and the Indenture Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of an Indenture Trustee of an express trust) for all routine services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and routine duties hereunder of the Indenture Trustee, and the Servicer and the Seller will pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this Agreement and the Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, and notwithstanding the fact that such amounts might be due and owing to the Indenture Trustee by the Issuer under the Indenture, provided that the Indenture Trustee shall have no lien on the Trust Estate, other than the Trustee Expense Accounts, for the payment of its fees and expenses. To the extent that actual fees and expenses of the Indenture Trustee exceed the Annual Trustee Expense Amounts, the Servicer and/or the Seller shall reimburse the Indenture Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified, jointly and severally, by the Servicer and the Seller and held harmless against any loss, liability or expense (including legal fees and expenses) (i) incurred in connection with any legal action relating to this Agreement, the Indenture, the Prospectus or the Notes, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder, and (ii) resulting from any error in any tax or information return prepared by the Servicer. The obligations of the Servicer and the Seller under this Section 12.01 shall survive termination of the initial Servicer and payment of the Notes with respect to any Group, and shall extend to any co-indenture trustee or separate indenture trustee appointed pursuant to the Indenture. -130-
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ARTICLE XIII [RESERVED] -131-
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ARTICLE XIV MISCELLANEOUS PROVISIONS Section 14.01 Acts of Noteholders. Except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders with respect to a Group if the Majority Noteholders of the related Group agree to take such action or give such consent or approval. Section 14.02 Amendment. (a) This Agreement may be amended from time to time by the Issuer, the Seller, the Indenture Trustee and the Servicer by written agreement upon the prior written consent of the Note Insurer, without notice to or consent of the Securityholders, to cure any error or ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions hereof, to evidence any succession to the Servicer, to comply with any changes in the Code, to amend this Agreement to modify, eliminate or add to any of its provisions or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, or any Basic Document; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Indenture Trustee and the Note Insurer, adversely affect in any material respect the interests of any Securityholder; and provided further, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Security without the consent of the Holder of such Security, or change the rights or obligations of any other party hereto without the consent of such party. The Indenture Trustee shall give prompt written notice to the Rating Agencies of any amendment made pursuant to this Section 14.02. (b) This Agreement may be amended from time to time by the Issuer, the Seller, the Indenture Trustee and the Servicer and with the consent of the Note Insurer and (i) the Class 1A Majority Noteholders in the case of an amendment affecting the Class 1A Notes and (ii) the Class 2A Majority Noteholders in the case of an amendment affecting the Class 2A Notes; provided, however, that no such amendment shall be made unless the Indenture Trustee and the Note Insurer receive an Opinion of Counsel, at the expense of the party requesting the change, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Security without the consent of the Holder of such Security or reduce the percentage for each Class the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of each Class of Securities affected thereby. -132-
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(c) It shall not be necessary for the consent of Holders under this Section to approve the particular form of any proposed amendment, 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 Securityholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Agreement. In connection with the solicitation of consents of Securityholders pursuant to this Section 14.02, upon written request of the Seller, the Indenture Trustee shall provide written copies of the current Note Register and Certificate Register to the Seller. Section 14.03 Recordation of Agreement. To the extent permitted by applicable law, this Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on direction of the Note Insurer or the Majority Noteholders of both Groups, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Noteholders or is necessary for the administration or servicing of the Mortgage Loans. Section 14.04 Duration of Agreement. This Agreement shall continue in existence and effect until terminated as herein provided. Section 14.05 Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of conflicts of law. Section 14.06 Notices. (a) All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by overnight mail, -133-
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certified mail or registered mail, postage prepaid, to (i) in the case of Superior Bank, as Seller, One Lincoln Centre, Oakbrook Terrace, Illinois 60181, Attention: William C. Bracken, or such other addresses as may hereafter be furnished to the Certificateholders in writing by the Seller, (ii) in the case of Superior Bank FSB, as Servicer, One Lincoln Centre, Oakbrook Terrace, Illinois 60181, Attention: William C. Bracken, or such other addresses as may hereafter be furnished to the Certificateholders in writing by the Servicer, (iii) in the case of the Indenture Trustee, LaSalle Bank National Association, 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60674-4107, Attention: Asset-Backed Securities Trust Services Department - AFC 2000-2, (iv) in the case of the Noteholders, as set forth in the Note Register and in the case of Certificateholders, as set forth in the Certificate Register, (v) in the case of Moody's, 99 Church Street, New York, New York 10007 Attention: Home Equity Loan Monitoring Group, (vi) in the case of S&P, 55 Water Street, New York, New York 10041 Attention: Residential Mortgage Surveillance Group, (vii) in the case of the Note Insurer, MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management-Structured Finance (IPM-SF) (AFC Trust, Series 2000-2) and (viii) in the case of Fitch, One State Street Plaza, New York, New York 10004 Attention: Residential Mortgage Group. Any such notices shall be deemed to be effective with respect to any party hereto upon the receipt of such notice by such party, except that notices to the Securityholders shall be effective upon mailing or personal delivery. (b) The Indenture Trustee shall use its best efforts to promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Servicer Default that has not been cured; 3. The resignation or termination of the Servicer or the Indenture Trustee and the appointment of any successor; 4. The repurchase or substitution of Mortgage Loans; and 5. The final payment to Securityholders. In addition, the Indenture Trustee shall promptly furnish to each Rating Agency copies of the following: 1. Each report to Securityholders described in Section 6.08; 2. Each annual statement as to compliance described in Section 7.04; and 3. Each annual independent public accountants' servicing report described in Section 7.05. -134-
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Section 14.07 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement. Section 14.08 No Partnership. Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for the Securityholders. Section 14.09 Counterparts. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Section 14.10 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Issuer, the Servicer, the Seller, the Indenture Trustee and the Securityholders and their respective successors and assigns. Section 14.11 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. Section 14.12 The Note Insurer. The Note Insurer shall be a third-party beneficiary of this Agreement, entitled to enforce any provisions hereof as if a party hereto. Any right conferred to the Note Insurer with respect to a Group shall be suspended during any period in which the Note Insurer is in default in its payment obligations under the Note Insurance Policy. At such time as the Notes with respect to a Group are no longer outstanding hereunder, and no amounts owed to the Note Insurer under the Insurance Agreement or hereunder with respect to such Group remain unpaid, the Note Insurer's rights hereunder with respect to such Group shall terminate. -135-
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Section 14.13 Paying Agent. The Indenture Trustee hereby accepts appointment as Paying Agent. The Indenture Trustee may, subject to the eligibility requirements for the Indenture Trustee set forth in the Indenture, appoint one or more other Paying Agents or successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Indenture Trustee with a copy being sent to the Note Insurer. Each such Paying Agent other than the Indenture Trustee shall execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (1) allocate all sums received for distribution to the Holders of Notes of each Class for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified by the Indenture Trustee; and (2) hold all sums held by it for the distribution of amounts due with respect to the Notes in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Indenture Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Indenture Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Indenture Trustee. In the event of the resignation or removal of any Paying Agent other than the Indenture Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Indenture Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Indenture Trustee shall notify the Note Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register. Section 14.14 Actions of Securityholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the -136-
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Indenture Trustee and, where required, to the Issuer, the Seller or the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Indenture Trustee, the Seller and the Servicer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Securityholder of any such instrument or writing may be proved in any reasonable manner which the Indenture Trustee deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Securityholder shall bind every Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Indenture Trustee, the Seller or either Servicer in reliance thereon, whether or not notation of such action is made upon such Security. (d) The Indenture Trustee may require additional proof of any matter referred to in this Section 14.14 as it shall deem necessary. Section 14.15 Grant of Security Interest. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and all other assets constituting the Trust, by the Seller to the Issuer be, and be construed as, a sale of the Mortgage Loans and such other assets constituting the Trust Estate by the Seller and not a pledge by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans and other assets constituting the Trust Estate are held to be property of the Seller, then it is the express intent of the parties that such conveyance be deemed as a pledge of the Mortgage Loans and all other assets constituting the Trust Estate to the Issuer to secure a debt or other obligation of the Seller and this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code and the conveyances provided for in Section 2.01 hereof shall be deemed a grant by the Seller to the Issuer of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all other assets constituting the Trust Estate. Accordingly, the Seller hereby grants to the Issuer a security interest in the Mortgage Loans and all other assets constituting the Trust Estate for the purpose of securing to the Issuer the performance by the Seller of the obligations under this Agreement. In addition, in the event that the Issuer is disregarded as a separate entity from the Seller in the event of an insolvency of the Seller, the Seller also shall be deemed to have granted to the Indenture Trustee a security interest in all of the Seller's right, title and interest in and to the Trust Estate. Notwithstanding the foregoing, the parties hereto intend the conveyances pursuant to Section 2.01 to be a true, absolute and unconditional sale of the Mortgage Loans and all other assets constituting the Trust Estate by the Seller to the Issuer. The Seller and the Issuer (at the written direction and expense of the Seller) shall take such actions as may be necessary to ensure that if this Agreement were deemed to create a security interest, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such for -137-
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the term of this Agreement. Without limiting the generality of the foregoing, the Servicer shall file, or shall cause to be filed, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code to perfect the Issuer's security interest in or lien on the Mortgage Loans, including, without limitation, (x) continuation statements and (y) such other statements as may be occasioned by (i) any change of name of the Seller or Issuer, (ii) any change of location of the place of business or the chief executive office of the Seller or (iii) any transfer of any interest of the Seller in any Mortgage Loan. Section 14.16 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee (in such capacity, the "Owner Trustee") under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Owner Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Owner Trustee and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee under this Agreement or the other related documents. -138-
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IN WITNESS WHEREOF, the Issuer, the Servicer, the Indenture Trustee and the Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. SUPERIOR BANK FSB, in its capacities as Seller and Servicer By: /s/ WILLIAM BRACKEN ----------------------------------- Name: William Bracken Title: Senior Vice President and Chief Financial Officer AFC TRUST SERIES 2000-2, as Issuer By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee By: /s/ W. CHRIS SPONENBERG ----------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ BARBARA L. MARIK ----------------------------------- Name: Barbara L. Marik Title: Assistant Vice President
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STATE OF ILLINOIS ) ) ss.: COUNTY OF DU PAGE ) On the ____ day of June, 2000 before me, a Notary Public in and for the State of New York, personally appeared William C. Bracken known to me to be a Chief Financial Officer and Senior Vice President of Superior Bank FSB, that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. -------------------------------- [SEAL] Notary Public My Commission expires
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STATE OF DELAWARE ) ) ss.: COUNTY OF NEW CASTLE ) On the ____ day of June, 2000 before me, a Notary Public in and for the State of Delaware, personally appeared _______________ known to me to be a ________________ of Wilmington Trust Company, the banking corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said banking corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ----------------------------- [SEAL] Notary Public My Commission expires
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STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the ____ day of June, 2000 before me, a Notary Public in and for the State of Illinois personally appeared ___________ known to me to be a _______________ of LaSalle Bank National Association, the banking corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said banking corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ----------------------- [SEAL] Notary Public My Commission expires
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EXHIBIT A CONTENTS OF MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, all of which shall be available for inspection by the Securityholders and the Note Insurer, to the extent required by applicable laws: 1. The original Mortgage Note, showing a complete chain of endorsements and endorsed by the last endorsee thereof "Pay to the order of _________ [or LaSalle Bank National Association, as Indenture Trustee under the Indenture, dated as of June 1, 2000, Series 2000-2] without recourse" and signed, by facsimile or manual signature, by such last endorsee. With respect to the Mortgage Loans listed on the schedule attached as Exhibit V to the Sale and Servicing Agreement, the original Mortgage Note referred to above cannot be located; the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Indenture Trustee of a photocopy of the original thereof with a lost note affidavit in the form of Exhibit W to the Sale and Servicing Agreement; 2. Either: (i) the original Mortgage, with evidence of recording thereon, (ii) a copy of the Mortgage certified as a true copy by a Responsible Officer of the Seller or by the closing attorney, or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy, or commitment therefor, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost. 3. Either: (a) (1) the original Assignment of Mortgage from the last assignee of the related Mortgage assigned to the Indenture Trustee, with evidence of recording thereon, or (2) an original assignment of mortgage from the last assignee of the related Mortgage assigned in blank, or (b) if an original Assignment of Mortgage has not yet been provided in accordance with clause (a), an Assignment of Mortgage to the Indenture Trustee, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Mortgage to the Indenture Trustee submitted for recording (provided, however, that an appropriate officer or approved signatory of the Seller may complete one or more blanket certificates attaching copies of one or more Assignments of Mortgage to the Indenture Trustee relating thereto) or (c) a copy of such original Assignment of Mortgage to the Indenture Trustee, with evidence of recording thereon, certified to be true and complete by the Seller or the appropriate public recording office, in those instances where such original Assignment of Mortgage has been recorded but subsequently lost; any such Assignment of Mortgage may be made by blanket -1-
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assignments for Mortgage Loans secured by the Mortgaged Properties located in the same county, if permitted by applicable law. 4. The original policy of title insurance or a true copy thereof or, if such policy has not yet been delivered by the insurer, the commitment or binder to issue same, and, with respect to a Manufactured Home Loan, a manufactured housing unit (American Land Title Association 7) endorsement from the title insurer stating that the insurer agrees that the related manufactured housing unit is included within the term "land" when used in the title policy. 5. Originals of all assumption and modification agreements, if any, or a copy certified as a true copy by a Responsible Officer of the Seller if the original has been transmitted for recording until such time as the original is returned by the public recording office. 6. Either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to the last assignee of the related Mortgage, including any recorded warehousing assignments, with evidence of recording thereon, or, (ii) if the original intervening assignments have not yet been returned from the recording office, a copy of the originals of such intervening assignments together with a certificate of a Responsible Officer of the Seller or the closing attorney or an officer of the title insurer which issued the related title insurance policy, or commitment therefor, or its duly authorized agent certifying that the copy is a true copy of the original of such intervening assignments or (iii) a copy of the intervening assignment certified by the public recording office in those instances where the original recorded intervening assignment has been lost. 7. Proof of hazard insurance in the form of the declaration page of a hazard insurance policy together with a direction to the insurer or agent to add the name of the mortgagee, its successors and assigns, as mortgagee/loss payee, or hazard insurance policy endorsement that names the Seller, its successors and assigns, as a mortgagee/loss payee, and, if such endorsement does not show the amount insured by the related hazard insurance policy, some evidence of such amount except with respect to those Mortgage Loans purchased by the Seller from an investor as to which such proof of hazard insurance shall be delivered not later than 180 days after the Closing Date and, if required by law, flood insurance policy, with extended coverage of the hazard insurance policy. 8. With respect to each Multifamily Loan Mixed Use Loan and Commercial Loan, (i) if such item is a document separate from the Mortgage either (a) an original copy of the related Assignment of Leases, if any (with recording information indicated thereon), or (b) if the original of such Assignment of Leases has not yet been returned from the filing office, a copy of such original, certified by an appropriate officer or -2-
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approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Leases submitted for filing; (ii) an original assignment of any related Assignment of Leases, if any (if such document is a document separate from the Mortgage and not incorporated in the Assignment of Mortgage), in blank and in recordable form; (iii) if such item is a document separate from the Mortgage either (A) an original copy of all intervening assignments of Assignment of Leases, if any (with recording information indicated thereon), or (B) if the original of such intervening assignments of Assignment of Leases has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignment of Assignment of Leases submitted for recording; (iv) either (a) a copy of the UCC-1 financing statement and any related continuation statements, if any, each showing the Mortgagor as debtor and mortgagee as secured party and each with evidence of filing thereon, or (b) if the copy of the UCC-1 financing statement has not yet been returned from the filing office, a copy of such UCC-1 financing statement, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such UCC-1 financing statement submitted for filing; (v) an original executed form UCC-2 or UCC-3 financing statement, in form suitable for filing, disclosing the assignment in blank, of the security interest in the personal property constituting security for repayment of the Mortgage Loan; and (vi) either (A) an original copy of all intervening assignments of UCC-3 financing statements, if any (with evidence of filing thereon), or (B) if the original of such intervening assignments of UCC-3 financing statements has not yet been returned from the filing office, a copy of such original, certified by an appropriate officer or approved signatory of the Seller or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignments of UCC-3 financing statements submitted for recording. If in connection with any Mortgage Loan the Seller cannot deliver any such financing statement(s) with evidence of filing thereon because such financing statement(s) has not yet been returned by the public filing office where such financing statement(s) has been submitted for filing, then the Seller shall deliver or cause to be delivered a photocopy of such financing statement(s) (certified by the Seller to be a true and complete copy) together with an officers' certificate stating that such financing statement(s) has been dispatched to the appropriate public filing office for filing. -3-
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9. Mortgage Loan closing statement and any other truth-in-lending or real estate settlement procedure forms required by law. 10. Residential loan application. 11. Verification of employment and income, and tax returns, if any. 12. Credit report on the mortgagor. 13. The full appraisal made in connection with the origination of the related Mortgage Loan with photographs of the subject property and of comparable properties, constituting evidence sufficient to indicate that the Mortgaged Property relates to a Residential Dwelling. 14. With respect to Group 1, to the extent that such Group 1 Mortgage Loan is secured by a second priority lien, a verification of the first mortgage. 15. All other papers and records developed or originated by the Seller or others, required to document the Mortgage Loan or to service the Mortgage Loan. -4-
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EXHIBIT B [RESERVED]
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EXHIBIT C PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT (date) To: ____________________________ ____________________________ ____________________________ (the "Depository") As "Servicer" under the Sale and Servicing Agreement, dated as of June 1, 2000, among Superior Bank FSB, as seller ("Seller") and servicer (the "Servicer"), AFC Trust Series 2000- 2 (the "Issuer") and LaSalle Bank National Association, as Indenture Trustee (the "Agreement"), we hereby authorize and request you to establish two accounts, as Principal and Interest Accounts pursuant to Section 5.03 of the Agreement, to be designated as "Group 1 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2" and "Group 2 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-2." All deposits in the accounts shall be subject to withdrawal therefrom by order signed by the Servicer in accordance with terms of the Agreement. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. SUPERIOR BANK FSB By:______________________________ Name:____________________________ Title:___________________________
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The undersigned hereby certifies that the above described accounts have each been established as a trust account under Account Number ___________ with respect to Group 1 and Account Number __________ with respect to Group 2 at the office of the Depository indicated above, and agrees to honor withdrawals on such accounts as provided above. The amounts deposited at any time in the accounts will be insured to the maximum amount provided by applicable law by the Federal Deposit Insurance Corporation. [DEPOSITORY] By:______________________________ Name:____________________________ Title:___________________________ -2-
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EXHIBIT D [RESERVED]
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EXHIBIT E [RESERVED]
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EXHIBIT F FORM OF INDENTURE TRUSTEE INITIAL CERTIFICATION ______________, 20__ MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Insured Portfolio Management-Structured Finance (IPM-SF) (AFC Trust, Series 2000-2) [Servicer] [Purchaser] [Seller] Re: Sale and Servicing Agreement, dated as of June 1, 2000 (the "Sale and Servicing Agreement"), among AFC Trust Series 2000-2, as Issuer, Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National Association, as Indenture Trustee Gentlemen: In accordance with Section 2.05 of the Sale and Servicing Agreement, the undersigned, as Indenture Trustee, hereby certifies that, except as noted on the attachment hereto, if any (the "Loan Exception Report"), it or the Custodian on its behalf has received the documents referred to in Section 2.04(a) of the Sale and Servicing Agreement with respect to each Mortgage Loan listed in the related Mortgage Loan Schedule and such documents appear to bear original signatures or copies of original signatures if the original documents have not yet been delivered. The Indenture Trustee has made no independent examination of any such documents beyond the review specifically required in the Sale and Servicing Agreement. The Indenture Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents or any of the Mortgage Loans identified on the related Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.
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Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Sale and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:_______________________________ Name:_____________________________ Title:____________________________ -2-
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EXHIBIT F-1 FORM OF INDENTURE TRUSTEE INTERIM CERTIFICATION ______________, 20__ MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Insured Portfolio Management-Structured Finance (IPM-SF) (AFC Trust, Series 2000-2) [Seller] [Servicer] Re: Sale and Servicing Agreement, dated as of June 1, 2000 (the "Sale and Servicing Agreement"), among AFC Trust Series 2000-2, as Issuer, Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National Association, as Indenture Trustee Gentlemen: In accordance with the provisions of Section 2.05 of the Sale and Servicing Agreement, the undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto), it has reviewed (or caused to be reviewed) the documents delivered to it or the Custodian on its behalf pursuant to Section 2.04 of the Sale and Servicing Agreement and has determined that, except as noted on the attachment hereto, (i) all documents required to be delivered to it pursuant to the Sale and Servicing Agreement as of the date hereof are in its possession or in the possession of the Custodian on its behalf (other than items listed in Section 2.04(f) of the Sale and Servicing Agreement)[, except as set forth on Attachment A hereto], (ii) none of the documents delivered to it or the Custodian on its behalf have been mutilated, damaged, torn or otherwise physically altered and all such documents relate to such Mortgage Loan[, except as set forth on Attachment A hereto], (iii) based on its examination, or the examination of the Custodian on its behalf, and only as to the foregoing documents, the information set forth in the related Mortgage Loan Schedule respecting such Mortgage Loan is correct[, except as set forth on Attachment A hereto] and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 of the Sale and Servicing Agreement[, except as set forth on Attachment A hereto]. The Indenture Trustee has made no independent examination of such documents beyond the review specifically required in the Sale and Servicing Agreement. The Indenture Trustee makes no representations as
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to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Trustee's Mortgage File or any of the Mortgage Loans identified on the related Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Sale and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:______________________________ Name:____________________________ Title:___________________________ -2-
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EXHIBIT G FORM OF INDENTURE TRUSTEE FINAL CERTIFICATION _____________, 20__ MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Insured Portfolio Management-Structured Finance (IPM-SF) (AFC Trust, Series 2000-2) [Servicer] [Seller] Re: Sale and Servicing Agreement, dated as of June 1, 2000 (the "Sale and Servicing Agreement"), among AFC Trust Series 2000-2, as Issuer, Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National Association, as Indenture Trustee, relating to AFC Mortgage Loan Asset Backed Notes, Series 2000-2 Gentlemen: In accordance with Section 2.05 of the Sale and Servicing Agreement, the undersigned, as Indenture Trustee, hereby certifies that, except as noted on the attachment hereto, if any, listing any exceptions (the "Exception Report") as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it or the Custodian on its behalf has reviewed the documents delivered to it or to the Custodian on its behalf pursuant to Section 2.04 of the Sale and Servicing Agreement and has determined that (i) all documents required to be delivered to it pursuant to the Sale and Servicing Agreement as of the date hereof are in its possession or in the possession of the Custodian on its behalf (except that no certification is given as to the items listed in Section 2.04(f) of the Sale and Servicing Agreement), (ii) none of the documents delivered to it or the Custodian on its behalf have been mutilated, damaged, torn or otherwise physically altered and all such documents relate to such Mortgage Loan, (iii) based on its examination, and only as to the foregoing documents, the information set forth in the related Mortgage Loan Schedule respecting such Mortgage Loan is correct, and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 of the Sale and Servicing Agreement. The Indenture Trustee has made no independent examination of such documents beyond the review specifically required in the above-referenced Sale and Servicing Agreement. The Indenture Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Trustee's Mortgage File or
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any of the Mortgage Loans identified on the related Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Sale and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:_______________________________ Name:_____________________________ Title:____________________________ -2-
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EXEHIBIT H-1 MORTGAGE LOAN SCHEDULE FOR GROUP 1
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 660284308 PETERSON MARGARET H 164 SIGEL STREET PHILADELPHIA PA 19148 247-01 990 661580928 HISAI BARDOUSHI 3511 S ELMWOOD BERWYN IL 60402 247-01 901 661650168 CONSAMUS CAROL L 599 WAKEFIELD COURT NAPERVILLE IL 60563 247-01 901 680046992 SKROBOT JAMES F 6306 HORSEPLAY CT CHARLOTTE NC 28277 247-01 901 680054285 BROWN JAMES JR ROUTE 2 BOX 175 HOLLYWOOD MD 20636 247-01 990 800273575 LOGUIRATO STEVEN 314 WEYMOUTH STREET DIX HILLS NY 11746 247-01 901 800389256 COOPET JAMES A 141 BLUWOOD AVENUE LITTLE CANADA MN 55117 247-01 990 800452849 MALETICH ANNA M 4913 N 25TH STREET TACOMA WA 98406 247-01 901 800476095 WESSLING SCOTT D 1505 ALABAMA STREET RATHDRUM ID 83858 247-01 990 800478026 SWEATMAN ELI W III 63 SARAZEN TERRACE ANGEL FIRE NM 87710 247-01 990 800525370 AULT MARY JANE 733 61ST AVENUE NORTHEAST SAINT PETERSBURG FL 33703 247-01 990 800619090 TANNER CHARLES R 4557 OLD US 1 HIGHWAY MONCURE NC 27559 247-01 990 800845687 STEPHEN DARLA 124 EDGEWATER LANE LEXINGTON SC 29072 247-01 990 800878068 BROWN CLIVE 639 EAST 43RD STREET BROOKLYN NY 11203 247-01 990 800942534 ROBERTS DAVID 610 SOUTH 9TH AVENUE MOUNT VERNON NY 10550 247-01 990 801237926 HIGDON LINDSAY N 5445 LYNDALE WAY FREDERICK MD 21703 247-01 990 801299900 JONES ROBERT 5017 N 10TH STREET PHILADELPHIA PA 19141 247-01 990 801310327 WANG SHUYUN 145 SAINT PAULS ROAD HEMPSTEAD NY 11550 247-01 990 801396003 BROOKS MABLE W 413 HARRISON AVENUE GLASSPORT PA 15045 247-01 902 801439225 A TEXAS CORP SAN MAN INC 6348 PRUE RD SAN ANTONIO TX 78230 247-01 990 801440934 BAKER PHILLIP R 533 BALDWIN MASON MI 48854 247-01 990 801489386 NORSWORTHY TONY 3405 PLEASANT DR SHREVEPORT LA 71108 247-01 901 801603952 PHILLIPS MARK 1916 SECOND AVENUE ALTOONA PA 16602 247-01 901 802099010 JOHNSTON CAMILE 13 FULTON STREET MONTICELLO NY 12701 247-01 990 802277905 MITCHELL KRISTEN M 1914 WAYNE STREET PITTSBURGH PA 15218 247-01 902 802354233 MILHOLLAND ROBERT L 18717 18721 E BOONE AVE GREENACRES WA 99016 247-01 990 802475608 CITTRICH ROBERT E 1509 SUNNYDALE LANE GARDEN CITY SC 29576 247-01 901 802591818 LEJEUNE WILLIS ANTHONY 3524 HIGHWAY 90 WEST SULPHUR LA 70663 247-01 902 802701557 VENTURES IN B & J 4572 FLORLANDA CIRCLE PACE FL 32571 247-01 901 802704742 MORRIS MARQUES 2165 COWDEN DR MEMPHIS TN 38104 247-01 901 802751826 TOLBERT NANNIE MARIE 5228 NORTON KANSAS CITY MO 64130 247-01 901 802799361 SANCHEZ MINELIA E 1183 HANCOCK STREET BROOKLYN NY 11221 247-01 901 802800524 HAYNES FRANKLIN GUY 543 FAT WALL ROAD MARION NC 28752 247-01 901 802843623 YOUNG KEITH E 7277 FOX ROAD HOLLAND PATENTS NY 13469 247-01 901 802889089 SNIDER DANIEL DEE 33 FIELDHOUSE AVENUE EAST SETAUKET NY 11735 247-01 901 802894428 BRADLEY MICHAEL 50 LEVEL LANE FRANKLIN NC 28734 247-01 901 802927186 HILL TIMOTHY A 1976 BATY ROAD MARTIN GA 30557 247-01 901 802930461 QUINTANA RICHARD 412 WEST JACKSON LOVINGTON NM 88260 247-01 901 802933663 BURGURON DORIS M 736 TOWNSEND DR ALGONAC MI 48001 247-01 901 802946111 ODONNELL CHARLES M II 899 SHERIDAN STREET AKRON OH 44307 247-01 901 802948265 CHATMAN DARYL BOX 242 PO-FOLKS LANE THURMOND NC 28683 247-01 901 802956847 WILLIAMS DOREEN 1450 SEYBURN DETROIT MI 48214 247-01 901 802961425 HOWARD DARRELL 11245 HUDSON WARREN MI 48089 247-01 901 802968875 MCADAMS WILLIAM G 236 STONEBROOK DRIVE MYRTLE BEACH SC 29575 247-01 901 802971374 MOREL GARY II 1019 N LINCOLN BAY CITY MI 48708 247-01 901 802982355 HOLLINGSWORT ANNIE 12626 MANOR DETROIT MI 48238 247-01 901 802991190 HODGES WILLIAM JR 206 COUNTY ROUTE 103 HOOSICK NY 12028 247-01 901 803018688 REEVES DONALD LEWIS 1640 KENNERLY ROAD IRMO SC 29063 247-01 901 803023050 SPEICHER VICKI D 331 PENN VALLEY ROAD BERNVILLE PA 19506 247-01 902 803025048 MANAGEMENT I WOLF PROPERT 80 GRANT STREET PORTLAND ME 04101 247-01 901 803034503 FOX TIMOTHY J 40782 ROGERS CROSSING ROAD CARTHAGE NY 13619 247-01 901 803034909 PITTMAN CAESAR 144 USHER STREET ENFIELD NC 27823 247-01 901 803038835 WOLF ROBERT 419 WASHINGTON STREET SUSQUEHANNA PA 18847 247-01 901 803046002 ROLLINS TOMMY 2039 PEMBERTON COURT TALLAHASSEE FL 32308 247-01 901 803051929 HERNANDEZ DIANA M 2890 BAY AVENUE KISSIMMEE FL 34744 247-01 901 803063601 PROFITT DALE A 2321 EAST 9TH STREET ANDERSON IN 46012 247-01 901 803063890 WOMACK CHRISTINE H 180 PUDDING CREEK ROAD CHATHAM VA 24531 247-01 901 803069095 GROENDES WILLIAM CARL 16119 LIVE OAK CIRCLE ROSHARON TX 77583 247-01 901 803072974 MILLER JASON 1141 ALLER RD N.E. KALKASKA MI 49646 247-01 901 803078765 GANDOLFO VERONICA 127 WALNUT ROAD KINGS PARK NY 11754 247-01 901 803081231 EDWARDS CHARMAINE 610 WEST 40TH STREET INDIANAPOLIS IN 46208 247-01 901 803081652 ROBERTS WILLIAM 224 KERSEY ROAD ELKO GA 31069 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 660284308 35,000.00 25,682.64 0.00 11/28/1993 10/28/2008 100.83 05/28/2000 70.0 9.990 375.90 661580928 109,150.00 105,818.10 0.00 02/01/1998 01/11/2028 331.00 06/11/2000 94.0 7.500 763.19 661650168 142,200.00 130,412.35 0.00 08/01/1998 07/01/2013 157.00 06/01/2000 90.0 7.125 1,288.09 680046992 28,900.00 25,835.56 0.00 12/14/1996 11/14/2011 137.42 06/14/2000 89.9 11.750 342.21 680054285 24,830.00 22,732.17 0.00 02/01/1997 01/01/2012 139.00 07/01/2000 80.9 14.000 330.67 800273575 40,000.00 30,834.93 0.00 08/23/1997 07/23/2012 145.68 08/23/2000 97.2 12.550 428.46 800389256 20,500.00 18,676.13 0.00 12/01/1997 11/01/2012 149.00 06/01/2000 89.9 11.300 236.88 800452849 25,500.00 25,366.84 0.00 01/01/1998 12/01/2012 150.00 06/01/2000 84.9 13.250 287.07 800476095 15,500.00 14,406.51 0.00 02/01/1998 01/01/2013 151.00 06/01/2000 81.5 10.950 175.69 800478026 17,000.00 16,298.61 0.00 01/01/1998 12/01/2017 210.00 07/01/2000 90.0 11.600 182.47 800525370 63,750.00 63,075.81 0.00 02/01/1998 01/01/2013 151.00 06/01/2000 85.0 11.700 641.06 800619090 81,600.00 80,220.44 0.00 03/18/1998 02/18/2018 212.58 05/18/2000 85.0 12.000 898.49 800845687 39,000.00 37,079.21 0.00 07/15/1998 06/15/2013 156.43 06/15/2000 75.0 12.800 488.32 800878068 145,800.00 145,201.20 0.00 04/01/1998 03/11/2028 333.00 06/11/2000 90.0 10.750 1,361.02 800942534 120,000.00 113,195.28 0.00 05/08/1998 04/08/2013 154.19 06/08/2000 60.0 11.400 1,394.21 801237926 109,650.00 108,713.57 0.00 12/20/1998 11/20/2013 161.62 06/20/2000 79.9 11.850 1,115.23 801299900 36,800.00 36,800.00 0.00 12/23/1998 11/23/2028 341.72 05/23/2000 80.0 14.500 450.64 801310327 256,700.00 256,021.56 0.00 09/01/1998 08/01/2028 338.00 06/01/2000 83.8 11.500 2,542.08 801396003 35,200.00 34,926.79 0.00 01/15/1999 12/15/2028 342.44 06/15/2000 80.0 12.600 378.41 801439225 650,000.00 640,867.54 0.00 05/01/1999 04/01/2019 226.00 06/01/2000 65.0 11.950 7,134.41 801440934 78,300.00 78,115.56 0.00 03/03/1999 02/03/2014 164.09 06/03/2000 90.0 10.900 739.76 801489386 14,400.00 13,708.30 0.00 03/12/1999 02/12/2014 164.38 06/12/2000 80.0 10.650 160.52 801603952 16,250.00 14,931.54 0.00 03/24/1999 02/24/2009 104.78 06/24/2000 65.0 9.950 214.30 802099010 56,250.00 56,208.76 0.00 08/01/1999 07/01/2014 169.00 06/01/2000 75.0 12.750 611.26 802277905 14,800.00 14,672.28 0.00 10/16/1999 09/16/2014 171.48 05/16/2000 80.0 11.350 171.48 802354233 266,000.00 264,207.68 0.00 01/20/2000 12/20/2019 234.61 06/20/2000 64.2 9.950 2,558.15 802475608 81,000.00 80,240.70 0.00 11/12/1999 10/12/2014 172.34 07/12/2000 90.0 10.250 725.84 802591818 41,500.00 41,105.36 0.00 03/01/2000 02/01/2015 176.00 07/01/2000 75.4 10.550 460.03 802701557 120,000.00 118,618.59 0.00 02/01/2000 01/01/2015 175.00 07/01/2000 59.4 10.700 1,341.40 802704742 130,000.00 130,000.00 0.00 01/06/2000 12/06/2019 234.15 05/06/2000 68.4 12.450 1,472.41 802751826 21,400.00 21,400.00 0.00 01/20/2000 12/20/2029 354.61 05/20/2000 64.8 11.600 213.56 802799361 144,000.00 144,000.00 0.00 05/07/2000 04/07/2015 178.19 05/07/2000 80.0 15.125 1,835.20 802800524 66,880.00 66,880.00 0.00 06/12/2000 05/12/2030 359.34 06/12/2000 80.0 13.100 745.06 802843623 57,120.00 57,084.42 0.00 03/17/2000 02/17/2015 176.55 06/17/2000 85.0 13.475 653.14 802889089 42,680.00 42,636.66 0.00 04/20/2000 03/20/2015 177.60 06/20/2000 87.9 13.050 473.79 802894428 51,850.00 51,741.31 0.00 02/04/2000 01/04/2020 235.10 06/04/2000 85.0 12.875 602.85 802927186 33,750.00 33,750.00 0.00 04/08/2000 03/08/2015 177.21 06/08/2000 75.0 15.750 489.82 802930461 29,750.00 29,583.41 0.00 04/08/2000 03/08/2025 297.21 06/08/2000 85.0 11.750 307.85 802933663 53,100.00 53,063.36 0.00 02/06/2000 01/06/2015 175.17 05/06/2000 42.1 13.900 624.97 802946111 37,500.00 37,418.95 0.00 03/10/2000 02/10/2015 176.32 06/10/2000 72.1 11.900 382.85 802948265 28,000.00 27,975.26 0.00 03/01/2000 02/01/2025 296.00 06/01/2000 70.0 15.400 367.34 802956847 45,750.00 45,683.01 0.00 02/11/2000 01/11/2030 355.33 06/11/2000 75.0 13.900 538.46 802961425 42,900.00 42,879.02 0.00 02/01/2000 01/01/2015 175.00 06/01/2000 65.0 13.890 504.58 802968875 66,000.00 66,000.00 0.00 02/11/2000 01/11/2015 175.33 05/11/2000 77.1 13.550 758.57 802971374 46,400.00 46,400.00 0.00 02/12/2000 01/12/2015 175.36 06/12/2000 80.0 14.150 555.29 802982355 26,000.00 25,999.01 0.00 03/01/2000 02/01/2030 356.00 06/01/2000 56.5 12.750 282.54 802991190 48,750.00 48,555.93 0.00 04/01/2000 03/01/2015 177.00 07/01/2000 75.0 12.700 527.87 803018688 31,450.00 31,283.45 0.00 03/04/2000 02/04/2020 236.12 07/04/2000 85.0 13.050 369.58 803023050 96,000.00 95,951.56 0.00 06/01/2000 05/01/2030 359.00 07/01/2000 80.0 11.250 932.41 803025048 273,000.00 273,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 56.8 11.350 3,163.17 803034503 40,845.00 40,845.00 0.00 06/08/2000 05/08/2025 299.21 06/08/2000 85.9 12.250 437.75 803034909 69,700.00 69,700.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 85.0 13.250 784.66 803038835 28,500.00 28,500.00 0.00 05/05/2000 04/05/2015 178.13 06/05/2000 63.3 11.750 287.69 803046002 66,111.00 66,111.00 0.00 06/19/2000 05/19/2030 359.57 06/19/2000 75.9 10.500 604.74 803051929 32,500.00 32,394.23 0.00 03/03/2000 02/03/2015 176.09 05/03/2000 65.0 14.600 445.99 803063601 61,625.00 61,625.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 85.0 12.000 633.88 803063890 67,320.00 67,320.00 0.00 06/24/2000 05/24/2015 179.74 06/24/2000 90.0 10.750 628.42 803069095 40,800.00 40,800.00 0.00 06/01/2000 05/01/2025 299.00 06/01/2000 80.0 11.250 407.28 803072974 41,000.00 41,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 79.6 14.400 498.81 803078765 184,000.00 183,965.72 0.00 02/28/2000 01/28/2015 175.89 05/28/2000 78.2 13.900 2,165.61 803081231 55,600.00 55,600.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 80.0 13.250 625.93 803081652 90,000.00 89,957.19 0.00 04/01/2000 03/01/2015 177.00 06/01/2000 84.9 12.850 985.04
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803082296 RAMIREZ JUANA 805 ENTERPRISE STREET PLANT CITY FL 33565 247-01 901 803091420 HARRIS VIRGINIA L 1313 CENTRAL STREET BENTON AR 72015 247-01 902 803092147 REALTY TRUST JOHN LAING I 10 12 WESTVILLE TERRACE DORCHESTER MA 02121 247-01 901 803092949 STAMBERSKY MICHAEL L 101 W OAK BOX 168 ELSIE MI 48831 247-01 902 803094705 BRATHWAITE MOSES 250 NEW YORK AVENUE BROOKLYN NY 11216 247-01 901 803095025 COLLIER MARY 11116 S LONGWOOD DR # 104 CHICAGO IL 60643 247-01 901 803105220 MITCHELL DORIS LEA 221 7TH STREET SE TAYLORSVILLE NC 28681 247-01 901 803105378 MORLINO GUY 71 ENLOW PLACE PENNSVILLE NJ 08070 247-01 901 803117076 MURPHY BRANDI LYN 3092 BLUEBELL ROAD GILMER TX 75644 247-01 901 803123041 BLIZZARD KATHY 3708 ROCKHOUSE ROAD BRADLEY SC 29819 247-01 901 803125194 ELMER MARJORIE G 127 BRIAR CREEK BOULEVARD SAFETY HARBOR FL 34695 247-01 901 803125285 EDWARDS JAMES 4915 GOODSON ROAD CAMILLA GA 31730 247-01 901 803126481 CAUDILL BARBARA A 919 SECOND STREET UNION BEACH NJ 07735 247-01 901 803129733 SHAWHAN SCOTT ANDREW 13031 ORANGE AVENUE CHINO CA 91710 247-01 901 803131408 GLENN WILLIE LEE JR 127 BARKWOOD LANE GREENWOOD SC 29646 247-01 901 803134592 FROMMELT CHRISTOPHE J 9 OLDE COACH ROAD NORTH READING MA 01864 247-01 901 803137843 MORTON CHARLENE 1286 MANCHESTER ROAD AKRON OH 44307 247-01 901 803138494 FRANK RONALD R 126 MARLIN ROAD LAKE COMO FL 32157 247-01 901 803140375 BLACKWELL TONY 526 JONES STREET ELBERTON GA 30635 247-01 901 803142868 HOLLINGER GILBERT 272 ANDREWS STREET MASSENA NY 13662 247-01 901 803156462 CAMPBELL OWEENS 488 490 SOUTH 19TH STREET NEWARK NJ 07101 247-01 901 803156595 RODRIGUEZ AURORA 5211 EDINA STREET WIMAUMA FL 33598 247-01 901 803162692 SWENSON DOUGLAS G 5 ROANOKE ROAD CHERRY HILL NJ 08003 247-01 901 803163377 HOOD JEFF C 346 CHEROKEE WOOD HOLLOW D BALL GROUND GA 30107 247-01 901 803163609 THOMPSON JAMES 127 EAST ELM STREET GREENSFORK IN 47345 247-01 901 803166214 MCCORRY FRANCIS A 1341 WALTER ROAD YORKTOWN HEIGHTS NY 10598 247-01 901 803167147 PRZYBYLOWICZ MICHAEL C 413 BERKELO ROAD WAGNER SC 29164 247-01 901 803167568 BRUCE STEPHEN 2137 ROBERTS DRIVE NIAGARA FALLS NY 14304 247-01 901 803167980 RIEGEL DAVID J 2505 COLESVILLE ROAD COLESVILLE NY 13787 247-01 901 803168509 LATHAM PAULINE 69 BUFFALO AVENUE BROOKLYN NY 11233 247-01 902 803171081 BUFFALO INC 197 NORTH OF 197 NORTH STREET BUFFALO NY 14220 247-01 901 803171917 SMITH KENNETH M JR 1644 BARTLEY ROAD LAGRANGE GA 30240 247-01 901 803179035 WHITE WILLIAM 209 POND LANE LORETTO KY 40237 247-01 901 803181924 OXENDINE WANDA G 1079 NORMENT ROAD LUMBERTON NC 28358 247-01 901 803183656 PORTER CHRISTOPHE 529 N.CEDAR ROCK ROAD PICKENS SC 29671 247-01 901 803184787 BURGETT DAVID 1760 NORTH SALEMBURG HIGHW SALEMBURG NC 28385 247-01 901 803186139 REID JOHN M 84108 NEAL CEMETARY ROAD FOLSOM LA 70437 247-01 901 803188556 MARINO JOSEPH J 3 UPLAND TERRACE ANSONIA CT 06401 247-01 901 803192343 EVANS JOHN E 213 BISCAYNE DRIVE BRANCHVILLE SC 29432 247-01 901 803193416 DAY JOHN 730 WEST 200 NORTH ANGOLA IN 46703 247-01 901 803196138 WILLIAMS JAMES M 23 GLENLOOP DR CLAYTON AL 36016 247-01 901 803197276 SAPORITO ROSE ANN 2039 E 15TH ST BROOKLYN NY 11229 247-01 901 803197490 ILIC NANCY 4334 STILLWOOD CIRCLE ORANGEBURG SC 29118 247-01 901 803198423 MAYNARD JOHN E JR 1042 LITTLE RIDGE CIRCLE MONETA VA 24121 247-01 901 803199124 VRABEL THOMAS J 138 TIMBER HILL DRIVE EAST HANOVER NJ 07936 247-01 901 803203405 CRYSTALOSKI ANNA 10186 CARMEN ROAD HARTSTOWN PA 16131 247-01 901 803203520 JENKINS BUDDY L 226 GROFF ROAD CONFLUENCE PA 15424 247-01 901 803207406 HARRIS NELMA F 35 N. HENDRICKS PLACE INDIANAPOLIS IN 46201 247-01 901 803210871 MCKNIGHT BEATRICE P 2700 REMINGTON COURT RICHMOND VA 23231 247-01 901 803215250 TRENT CHARLES 1205 KENTUCKY 698 HIGHWAY STANFORD KY 40484 247-01 901 803216860 ROMAN EDWARD D 807 BURNET AVENUE SYRACUSE NY 13303 247-01 901 803217017 CAMP ALBERT M 6136 SPRING HAMMOCK ROAD JACKSONVILLE FL 32226 247-01 901 803219179 BROOKS CHARLIE T 3585 3587-3589 E 71ST ST CLEVELAND OH 44105 247-01 901 803222967 WILSON ANDREW A 1711 SENATOR GASQUE ROAD MARION SC 29571 247-01 901 803228964 CAMPBELL HENRY V 420 WALLS ST OMER MI 48749 247-01 902 803231497 BABINEAU WILLIAM J JR 1005 1011 MAIN/3 PARK ST FITCHBURG MA 01420 247-01 901 803232305 NICHOLLS THOMAS J 189 WYMAN ROAD EUTAWVILLE SC 29048 247-01 901 803232966 SHANK VERONICA 108 EAST CONGRESS STREET STURGIS MI 49091 247-01 901 803234749 TEGLOVIC JOHN P 8739 COX ROAD WESTCHESTER OH 45069 247-01 901 803236116 BECKMAN HARVEY 706 NORTH GRANGER SAGINAW MI 48602 247-01 901 803238591 KEENER BILLY G 189 MINERAL ROAD GILLHAM AR 71841 247-01 901 803239037 KERR TONI S 135 27TH STREET N BATTLE CREEK MI 49015 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803082296 50,900.00 50,900.00 0.00 06/08/2000 05/08/2030 359.21 06/08/2000 80.7 12.600 547.19 803091420 15,000.00 15,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 54.5 11.600 176.18 803092147 190,000.00 190,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 70.3 10.400 1,884.18 803092949 78,700.00 78,677.49 0.00 04/15/2000 03/15/2015 177.44 06/15/2000 74.9 15.150 1,004.57 803094705 162,000.00 162,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 60.0 12.600 1,851.98 803095025 75,000.00 74,998.38 0.00 04/01/2000 03/01/2030 357.00 06/01/2000 94.9 13.150 838.45 803105220 27,750.00 27,750.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 75.0 14.100 371.42 803105378 31,000.00 30,975.34 0.00 02/24/2000 01/24/2030 355.76 06/24/2000 39.7 13.688 359.67 803117076 45,000.00 44,969.51 0.00 06/01/2000 05/01/2025 299.00 07/01/2000 90.0 11.900 470.63 803123041 33,600.00 33,600.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 80.0 11.900 401.10 803125194 12,000.00 12,000.00 0.00 06/16/2000 05/16/2010 119.47 06/16/2000 24.0 11.500 168.71 803125285 39,100.00 38,910.26 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 85.0 13.600 510.25 803126481 70,000.00 70,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 44.0 12.100 775.65 803129733 58,000.00 57,787.84 0.00 03/01/2000 02/01/2015 176.00 06/01/2000 78.6 13.000 733.84 803131408 41,600.00 41,600.00 0.00 04/08/2000 03/08/2020 237.21 05/08/2000 80.0 13.000 487.38 803134592 188,225.00 188,225.00 0.00 04/01/2000 03/01/2015 177.00 06/01/2000 85.0 13.250 2,118.99 803137843 48,100.00 48,100.00 0.00 06/02/2000 05/02/2030 359.01 06/02/2000 65.0 13.750 560.42 803138494 70,400.00 70,400.00 0.00 06/18/2000 05/18/2030 359.54 06/18/2000 80.0 13.600 811.91 803140375 31,500.00 31,500.00 0.00 06/10/2000 05/10/2020 239.28 06/10/2000 70.0 11.800 342.46 803142868 33,150.00 33,150.00 0.00 05/22/2000 04/22/2020 238.68 05/22/2000 85.0 12.850 384.85 803156462 85,850.00 85,850.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 85.0 11.750 866.58 803156595 26,000.00 26,000.00 0.00 06/05/2000 05/05/2025 299.11 06/05/2000 80.1 12.750 288.35 803162692 20,750.00 20,713.69 0.00 05/05/2000 04/05/2015 178.13 06/05/2000 74.0 13.400 268.02 803163377 80,750.00 80,750.00 0.00 04/06/2000 03/06/2030 357.14 06/06/2000 85.0 11.800 818.19 803163609 33,150.00 32,901.79 0.00 05/03/2000 04/03/2015 178.06 07/03/2000 85.0 12.850 362.83 803166214 85,000.00 85,000.00 0.00 05/15/2000 04/15/2020 238.45 06/15/2000 83.9 12.750 980.74 803167147 31,025.00 31,013.39 0.00 05/12/2000 04/12/2025 298.36 06/12/2000 85.0 13.950 372.28 803167568 101,625.00 101,625.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 75.0 13.250 1,144.07 803167980 25,520.00 25,520.00 0.00 05/14/2000 04/14/2015 178.42 06/14/2000 80.0 14.800 318.61 803168509 129,183.00 129,183.00 0.00 05/04/2000 04/04/2030 358.09 05/04/2000 75.9 12.950 1,423.97 803171081 735,000.00 735,000.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 70.0 10.850 6,916.39 803171917 40,000.00 40,000.00 0.00 06/19/2000 05/19/2020 239.57 06/19/2000 60.6 10.750 406.09 803179035 37,400.00 37,400.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 85.0 12.250 454.90 803181924 76,500.00 76,500.00 0.00 05/28/2000 04/28/2030 358.88 05/28/2000 90.0 13.400 870.23 803183656 30,000.00 30,000.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 75.0 12.900 377.60 803184787 34,000.00 33,918.61 0.00 06/02/2000 05/02/2015 179.01 07/02/2000 85.0 12.500 419.06 803186139 43,500.00 43,500.00 0.00 04/06/2000 03/06/2025 297.14 05/06/2000 75.0 14.350 535.32 803188556 110,000.00 110,000.00 0.00 06/01/2000 05/01/2030 359.00 07/01/2000 78.5 13.500 1,259.95 803192343 46,750.00 46,750.00 0.00 06/12/2000 05/12/2025 299.34 06/12/2000 85.0 13.000 527.26 803193416 130,900.00 130,900.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 85.0 11.500 1,296.29 803196138 53,280.00 53,280.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 90.0 12.500 568.63 803197276 30,000.00 29,966.80 0.00 05/14/2000 04/14/2015 178.42 06/14/2000 26.0 13.900 353.09 803197490 24,000.00 24,000.00 0.00 06/09/2000 05/09/2010 119.24 06/09/2000 80.0 13.000 358.35 803198423 54,600.00 54,600.00 0.00 06/17/2000 05/17/2030 359.51 06/17/2000 70.0 12.250 572.15 803199124 295,000.00 294,905.72 0.00 04/08/2000 03/08/2015 177.21 06/08/2000 79.9 11.500 2,921.36 803203405 42,500.00 42,500.00 0.00 06/22/2000 05/22/2030 359.67 06/22/2000 85.0 12.750 461.84 803203520 34,000.00 34,000.00 0.00 06/17/2000 05/17/2030 359.51 06/17/2000 85.0 13.600 392.12 803207406 16,000.00 16,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 57.1 9.875 170.72 803210871 68,800.00 68,800.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 80.0 13.750 801.60 803215250 35,200.00 35,200.00 0.00 05/05/2000 04/05/2025 298.13 06/05/2000 80.0 15.050 452.22 803216860 24,000.00 24,000.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 80.0 11.125 274.67 803217017 30,600.00 30,600.00 0.00 06/17/2000 05/17/2020 239.51 06/17/2000 60.0 12.750 353.07 803219179 46,800.00 46,800.00 0.00 06/22/2000 05/22/2030 359.67 06/22/2000 65.0 13.750 545.27 803222967 23,200.00 23,200.00 0.00 04/28/2000 03/28/2020 237.86 05/28/2000 80.0 14.150 291.03 803228964 43,400.00 43,400.00 0.00 06/03/2000 05/03/2030 359.05 06/03/2000 83.4 10.550 398.62 803231497 101,500.00 101,266.15 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 70.0 10.500 1,121.98 803232305 16,500.00 16,356.14 0.00 06/04/2000 05/04/2010 119.08 07/04/2000 75.0 14.850 264.69 803232966 85,000.00 84,969.85 0.00 05/28/2000 04/28/2030 358.88 07/28/2000 85.0 13.600 980.29 803234749 124,100.00 123,893.93 0.00 05/21/2000 04/21/2030 358.65 06/21/2000 85.0 12.000 1,276.51 803236116 41,650.00 41,650.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 85.0 13.150 465.62 803238591 59,250.00 59,250.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 75.0 11.250 575.47 803239037 30,000.00 28,734.93 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 58.8 13.250 337.73
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803239706 GAVIRIA EDGAR 41 DAYTON STREET WESTBURY NY 11590 247-01 901 803240613 COMELLO PHYLLIS 2 SHERWOOD LANE OLD BRIDGE NJ 08857 247-01 901 803241116 BIFULCO DANIEL M 2177 EL LAGO DRIVE OAKLEY CA 94561 247-01 901 803241496 CONN JAMES MICHAEL 6310 FOUR KNIGHTS LANE CLOVER SC 29710 247-01 901 803242957 ACCIARDI CHRISIOPHE 528 ABBOTT AVENUE RIDGEFIELD NJ 07657 247-01 901 803247014 GRUBB VINCENT 460 ARIZONA AVENUE HEMPSTEAD NY 11570 247-01 902 803248491 LAING JOHN G C 50 WINSTON RD DORCHESTER MA 02122 247-01 901 803248822 KENNINGTON KENNETH C 5296 PLATT SPRING ROAD LEXINGTON SC 29073 247-01 901 803251107 WINSTON PHILLIP 1063 ROBINSON ROAD MCCOMB MS 39648 247-01 901 803251933 KILLIAN TERRY 42 NORTH LAKE DRIVE SCHUYLKILL HAVEN PA 17972 247-01 901 803252360 DAWES ALBERT 537-539 HICKORY STREET SCRANTON PA 18505 247-01 901 803252816 HINES LINDA A 1037 MIDDLETON DRIVE FLORENCE SC 29501 247-01 901 803254242 LANHAM WILLIAM 715 BEAVERSTONE ROAD HIGHLAND SPRINGS VA 23075 247-01 901 803254523 COLEMAN GLENN 1227 SOUTH 17TH AVENUE MAYWOOD IL 60153 247-01 901 803254770 PUGLIESE TINA R 184 PUTTING GREEN ROAD TRUMBULL CT 06611 247-01 901 803256239 HAAG HARRY 9951 LOY STREET NEW PORT RICHEY FL 34654 247-01 901 803258326 FARNHAM SHAWN M 77 LINDLEY AVENUE FACTORYVILLE PA 18419 247-01 901 803259597 SMITH ALFORD R 752 LOGANSPORT ROAD MORGANTOWN KY 42261 247-01 901 803260017 LALLA THOMAS A 503 HECHT DRIVE MADISON HEIGHTS MI 48071 247-01 901 803261247 SOTO APRIL L 12904 GRIMSLEY AVE POWAY CA 92064 247-01 901 803267210 LLOYD KELLY R 71 EAST PHILLIPS STREET LAYTON UT 84041 247-01 901 803267509 ADCOCK GARY 4601 S WALLACE CHICAGO IL 60609 247-01 902 803267640 MACCARONE FRANCESCO A 30 WHITING STREET NEW BRITAIN CT 06791 247-01 902 803267731 ARCURI SANTO 157 159 SHREWSBURY ST WORCESTER MA 01604 247-01 901 803270214 COLGAN JERRI 1060 EMELITA STREET FALLBROOK CA 92028 247-01 901 803270651 HARDEN WILLIAM E JR 9985 WEST OAK HIGHWAY SENECA SC 29678 247-01 901 803271188 FAGAN CHARMAINE 79 RICHLAWN AVENUE BUFFALO NY 14215 247-01 901 803271212 COLE EDWARD 3258 SILSBY RD CLEVELAND HTS OH 44118 247-01 901 803272517 JEFFERSON ERIC 28157 SW 142 CT HOMESTEAD FL 33033 247-01 901 803272798 BRUCE LOREN 230 SCOTT STREET ERIE PA 16508 247-01 901 803273457 CRIM CARLA A 8854 MURVALE DR ST LOUIS MO 63136 247-01 901 803274885 HEALY CRAIG R 66 ASH STREET SARATOGA SPRINGS NY 12866 247-01 901 803275023 JOHNSON ROBERT J 18 WAITE STREET WORCESTER MA 01604 247-01 902 803275429 LUGO RALPH R 351 MADISON STREET PASSAIC NJ 07055 247-01 902 803277045 LUGO ANGEL RALPH 230 3RD STREET PASSAIC NJ 07055 247-01 901 803277367 LINK RONALD S 3927 STOCKTON STREET RICHMOND VA 23224 247-01 901 803278779 GURLEY KENNETH G 799 BLACKSNAKE ROAD MUNFORD AL 36268 247-01 901 803279488 MCKAY ROBIN 21525 HILLTOP AVENUE PANAMA CITY BEACH FL 32413 247-01 901 803279892 DEGUZMAN DAISY 129 DOVER GREEN STATEN ISLAND NY 10301 247-01 901 803282466 MOSLEY FRANKIE 7172 74 VAN BUREN DETROIT MI 48204 247-01 901 803282722 SMITH PAUL 484 VALENCIA LANE VACAVILLE CA 95688 247-01 901 803282987 O'KEEFE BRUCE 352 SPRINGFIELD STREET WILBRAHAM MA 01095 247-01 901 803283951 BANKS THOMAS W 430 WASHINGTON AVENUE MEDIA PA 19063 247-01 901 803286210 BRYANT DAVID 6015 MASTER STREET PHILADELPHIA PA 19151 247-01 901 803287853 OWENS ANNIE ELLISON 720 WILLIAM GURGANUS ROAD MAPLE HILL NC 28454 247-01 901 803289297 TURNER ANITA 408 OLD SUDLOW LAKE ROAD NORTH AUGUSTA SC 29841 247-01 901 803289776 ANDROUSKY DONALD W 205 HAWTHORN DANA IN 47847 247-01 901 803290212 STEWART CHARLOTTE MOORE 276 DEANNE LANE COATS NC 27521 247-01 901 803291145 ZENTENO ENRIQUE 1820 DES MOINES ST DES MOINES IA 50316 247-01 901 803291566 DELIEN HARRY W JR 1110 INGHAM STREET PITTSBURGH PA 15212 247-01 901 803294180 NELSON DERREK M 5300 FERNPARK AVENUE BALTIMORE MD 21207 247-01 901 803294701 HILLER BRIAN 1547 SOUTH ATLANTIC DRIVE AUGUSTA GA 30906 247-01 901 803295104 PHILLIPS-LEW MARLANA 3504 ASHER AVENUE LITTLE ROCK AR 72206 247-01 901 803295880 LATTIMORE DAVID MICHAEL 1240 W CARPENTER MOUNT MORRIS MI 48458 247-01 901 803296789 KUPIC MATTHEW J 1168 BROADWAY ALBANY NY 12214 247-01 902 803297308 219 REALTY, OAKBRIDGE 217 221 HOWE AVE SHELTON CT 06484 247-01 901 803297530 BIXLER DARRYL 410 CENTER STREET ASHLAND PA 17921 247-01 901 803297894 HAMBLETON RONALD W 922 CROSS ST DOVER OH 44622 247-01 901 803298470 MOSS KENNETH E SR 3828 NECCO AVE DAYTON OH 45406 247-01 901 803299353 SNIDER MICHAEL D 4114 W FAIRVIEW HEIGHTS TAMPA FL 33616 247-01 901 803301233 BALDWIN BRYAN M RR 3 BOX 331A TITUSVILLE PA 16354 247-01 902 803301886 BATISTA OTILIA 68 HAMMOND AVE PASSAIC NJ 07055 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803239706 146,000.00 145,560.26 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 85.8 11.750 1,473.74 803240613 48,500.00 48,500.00 0.00 05/28/2000 04/28/2030 358.88 06/28/2000 38.8 10.650 449.10 803241116 21,000.00 21,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 84.1 13.600 255.06 803241496 36,000.00 36,000.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 65.4 14.000 479.43 803242957 433,500.00 433,500.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 85.0 11.500 4,292.91 803247014 155,000.00 154,978.63 0.00 04/20/2000 03/20/2030 357.60 05/20/2000 84.5 15.200 1,984.71 803248491 210,000.00 210,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 70.0 10.800 2,139.09 803248822 53,550.00 53,550.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 85.0 12.550 661.76 803251107 40,000.00 40,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.0 15.150 510.58 803251933 90,000.00 90,000.00 0.00 06/11/2000 05/11/2015 179.31 06/11/2000 84.9 11.250 874.14 803252360 37,080.00 37,080.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 78.2 10.000 325.40 803252816 35,000.00 35,000.00 0.00 05/10/2000 04/10/2020 238.29 05/10/2000 56.0 12.800 405.07 803254242 108,000.00 108,000.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 80.0 11.375 1,059.23 803254523 102,400.00 102,400.00 0.00 06/04/2000 05/04/2030 359.08 06/04/2000 80.0 14.000 1,213.31 803254770 128,000.00 128,000.00 0.00 06/04/2000 05/04/2015 179.08 06/04/2000 84.7 11.750 1,292.04 803256239 52,887.00 52,887.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 70.9 9.750 454.38 803258326 34,000.00 34,000.00 0.00 06/04/2000 05/04/2015 179.08 06/04/2000 85.0 11.500 336.70 803259597 56,550.00 56,550.00 0.00 06/04/2000 05/04/2030 359.08 06/04/2000 65.0 13.750 658.87 803260017 109,600.00 109,600.00 0.00 06/19/2000 05/19/2015 179.57 06/17/2000 80.0 9.150 893.72 803261247 36,000.00 36,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 88.3 11.900 367.53 803267210 23,039.00 23,039.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 80.6 13.500 299.12 803267509 96,800.00 96,800.00 0.00 06/09/2000 05/09/2030 359.24 06/09/2000 80.0 14.350 1,173.82 803267640 129,500.00 129,500.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 70.9 10.100 1,399.55 803267731 154,000.00 154,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 70.0 10.750 1,563.45 803270214 50,000.00 50,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 87.3 12.500 568.07 803270651 46,750.00 46,722.26 0.00 06/01/2000 05/01/2025 299.00 07/01/2000 85.0 13.000 527.26 803271188 37,200.00 37,200.00 0.00 06/10/2000 05/10/2020 239.28 06/10/2000 80.0 10.000 358.99 803271212 111,200.00 111,161.11 0.00 06/01/2000 05/01/2030 359.00 08/01/2000 80.0 13.750 1,295.60 803272517 47,175.00 47,175.00 0.00 05/28/2000 04/28/2030 358.88 05/28/2000 85.0 13.350 534.79 803272798 56,700.00 56,700.00 0.00 06/05/2000 05/05/2030 359.11 06/05/2000 90.0 12.000 583.22 803273457 35,100.00 35,100.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 65.0 14.450 428.42 803274885 64,850.00 64,835.67 0.00 04/10/2000 03/10/2015 177.27 05/10/2000 84.9 13.150 724.98 803275023 26,200.00 26,200.00 0.00 05/28/2000 04/28/2020 238.88 05/28/2000 84.3 14.200 329.62 803275429 110,000.00 109,737.03 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 75.8 10.100 1,188.80 803277045 99,300.00 99,300.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 70.9 10.100 1,073.17 803277367 52,500.00 52,500.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 75.0 12.500 560.31 803278779 40,500.00 40,500.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 90.0 10.650 451.46 803279488 34,500.00 34,500.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 63.9 13.950 458.29 803279892 90,000.00 89,479.77 0.00 06/05/2000 05/05/2030 359.11 07/05/2000 56.9 12.250 943.11 803282466 37,500.00 37,500.00 0.00 05/18/2000 04/18/2030 358.55 06/18/2000 61.4 11.250 364.22 803282722 44,000.00 44,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 89.5 11.750 444.14 803282987 46,000.00 46,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 78.8 11.125 478.73 803283951 53,200.00 53,200.00 0.00 06/18/2000 05/18/2030 359.54 06/18/2000 76.0 10.800 498.61 803286210 29,750.00 29,744.06 0.00 05/01/2000 04/01/2015 178.00 06/01/2000 85.0 13.600 343.10 803287853 33,150.00 33,150.00 0.00 06/15/2000 05/15/2020 239.44 06/15/2000 85.0 12.750 382.49 803289297 32,000.00 31,959.35 0.00 05/25/2000 04/25/2020 238.78 06/25/2000 80.0 14.650 413.12 803289776 43,200.00 43,200.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 80.0 13.500 494.82 803290212 35,000.00 35,000.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 77.7 12.250 425.70 803291145 41,600.00 41,586.77 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 65.0 14.900 522.69 803291566 20,000.00 20,000.00 0.00 06/15/2000 05/15/2010 119.44 06/15/2000 79.0 14.500 316.57 803294180 49,500.00 49,500.00 0.00 06/19/2000 05/19/2030 359.57 06/19/2000 90.0 12.500 528.29 803294701 41,030.00 41,030.00 0.00 06/09/2000 05/09/2025 299.24 06/09/2000 75.9 16.800 583.43 803295104 31,500.00 31,500.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 75.0 10.875 297.01 803295880 40,000.00 40,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.0 14.900 502.58 803296789 72,000.00 72,000.00 0.00 06/08/2000 05/08/2015 179.21 06/08/2000 79.1 11.000 685.67 803297308 150,000.00 150,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 70.0 10.100 1,621.10 803297530 24,000.00 23,986.74 0.00 06/12/2000 05/12/2015 179.34 08/12/2000 80.0 11.750 242.26 803297894 42,400.00 42,400.00 0.00 06/04/2000 05/04/2030 359.08 06/04/2000 80.0 12.750 460.76 803298470 40,000.00 40,000.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 80.0 13.750 466.05 803299353 30,000.00 30,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 85.4 12.000 330.33 803301233 28,000.00 28,000.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 80.0 13.250 358.89 803301886 217,000.00 216,500.03 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 70.0 10.500 2,398.72
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803302124 SPARKS JERED S RD 2 BOX 237 SALTSBURG PA 15681 247-01 901 803302488 CHAUSSEE MARILYNN J 1399 100TH AVENUE AMERY WI 54001 247-01 901 803302850 SCURLES DARRAK M 2354 SOUTH ZENO STREET AURORA CO 80013 247-01 901 803302975 KITTINGER SCOTT A 194 VIA COLINAS WESTLAKE VILLAGE CA 91362 247-01 901 803303767 DICARRO GERALDINE 11490 STAFFORD ROAD BURTON OH 44021 247-01 901 803304179 WILLIAMS ALMETTA 427 NEWPORT AVENUE BROOKLYN NY 11207 247-01 901 803305002 SHINABARKER CHARLES R 4902 PEBBLE BEACH AVENUE SARASOTA FL 34234 247-01 901 803305598 MURPHY REGINA 2632 ASHURST BAR ROAD TALLASSEE AL 36078 247-01 901 803307594 ALLISON MONTY 324 HIGHLANDS WAY BARTOW FL 33830 247-01 901 803308683 BOHN JOHN J 6190 SOMMERVILLE VALLEY RO ELLICOTTVILLE NY 14731 247-01 901 803308949 LUSTER MICAHEL SHANE 6935 BALM ROAD WETUMPKA AL 36092 247-01 901 803309749 PETERSON MAE 1513 ST MARYS ROAD CARYVILLE FL 32427 247-01 901 803310804 RAMIREZ JOSE W 725 EAGLE AVENUE BRONX NY 10455 247-01 901 803311752 KIEFER LAWRENCE L JR 214 NORTH MADISON STREET ALLENTOWN PA 18102 247-01 901 803312792 GILPIN THOMAS L 6561 MANILA ROAD GOSHEN OH 45122 247-01 901 803314202 ALEXANDER WALTER J 5425 BLUE RIDGE AVENUE RICHMOND VA 23231 247-01 901 803314418 GHARAVIZADEH BEHROOZ 17105 FLATWOOD DRIVE DERWOOD MD 20855 247-01 901 803314640 PRATT CLARENCE D 5247 N 60TH STREET MILWAUKEE WI 53218 247-01 901 803316181 PEEK DAVID M 12388 NORTH PINE DRIVE PARKER CO 80138 247-01 901 803316983 SHUTT KAY LYNN 125 S WINDMILL MARINE IL 62061 247-01 902 803317064 KHUN KUONG 27 LINCOLN STREET LYNN MA 01905 247-01 901 803318138 DILLON LILLY B 1239 HOLLANDSWORTH DRIVE STUART VA 24171 247-01 901 803318179 MEADOWS WILBERT LEE 19549 RED BRUSH ROAD ELKTON VA 22827 247-01 901 803318658 BOCOCK EDWARD J 198 CHILDRESS ROAD LEITCHFIELD KY 42754 247-01 901 803318963 STAINBACK ERIC W 264 DK STAINBACK ROAD HENDERSON NC 27536 247-01 901 803319623 RAFFIELD JACKIE R 4503 FISHER AVENUE PASCAGOULA MS 39581 247-01 901 803319995 EVANS CHARLES H 1232 NORTH 60TH STREET PHILADELPHIA PA 19151 247-01 901 803321637 REED L S 1616 MASON STREET FLINT MI 48503 247-01 901 803322312 GREENWALT RALPH H 8929 EAST PRESSENTIN DRIVE SEDRO WOOLLEY WA 98284 247-01 901 803323039 COVER WILLIAM R 530 NORTH MT JOY STREET ELIZABETHTOWN PA 17022 247-01 901 803325091 OSMON JOHN 7216 LEBRECK RD OCONTO WI 54153 247-01 901 803325174 CALL CHRISTINE 32 HIALEAH ROAD AFTON WY 83110 247-01 901 803326297 RAY VICKI L 70 EASY STREET BRONSON FL 32621 247-01 901 803326362 LANDSTREET ALBERT C 15100 BUNKER HILL ROAD VANCLEAVE MS 39565 247-01 901 803327352 DECKER MILFORD 412 RUTGER STREET UTICA NY 13501 247-01 901 803328285 PHILLIPS LEE 3008 12 LOTHROP DETROIT MI 48206 247-01 901 803328335 BELL MELISSIA 12253 CHEYENNE DETROIT MI 48227 247-01 901 803328640 MONTERO RICHARD F JR 19 GENESEE COURT UTICA NY 13502 247-01 901 803328772 OGLETREE WILLIE BEN 7009 CEDAR AVENUE CLEVELAND OH 44103 247-01 901 803328806 YERG KEVIN L 661 MCKINLEY STREET HAZLETON PA 18201 247-01 901 803328988 LOCKLEY GLORIA STARLETT 1136 S PAXON STREET PHILADELPHIA PA 19143 247-01 901 803329036 TATARKO MARY S 17911 MARCELLA RD CLEVELAND OH 44119 247-01 901 803329580 MOORE VIRGIL EUGENE 2671 SE JANET STREET STUART FL 34997 247-01 902 803329879 MCKENZIE ROGER 301 PORTSMOUTH AVE SEABROOK NH 03874 247-01 901 803330257 SAMARRIPPAS STEVEN 105 FLAMINGO DRIVE AUBURNDALE FL 33823 247-01 901 803330794 PRIDMORE RICKEY 70 AIRPORT ROAD SPARTANBURG SC 29306 247-01 901 803331024 BAKER MICHAEL J 3053 CLAGSTONE ROAD SPIRIT LAKE ID 83869 247-01 901 803331404 BROWN LAWRENCE 119 COCKS LANE LOCUST VALLEY NY 11560 247-01 901 803332162 RHODES TRACY 227 WOODRUFF STREET WOODRUFF SC 29388 247-01 901 803332345 SEABORN ROBERTA 21 CHASEWOOD COURT COLUMBIA SC 29203 247-01 901 803333772 SPANGLE JAMES J 8413 EAST 250 NORTH MONTICELLO IN 47960 247-01 901 803334168 HANDFORD BILLY 1054 PALMETTO STREET LAKE WALES FL 33853 247-01 901 803334671 WASHINGTON CHARLES R 10363 NORTH PARK AVENUE BATON ROUGE LA 70811 247-01 901 803334770 BRADEN MARGIE 21005 WESTVIEW FERNDALE MI 48220 247-01 901 803335033 ALLEN GEORGE 226 HIGH STREEET PRINCETON WV 24740 247-01 901 803335207 KUPFER MICHAEL 788 KILLARNEY DRIVE PITTSBURGH PA 15234 247-01 901 803335298 SA SUNEETHA 3703 FERRARA DRIVE SILVER SPRING MD 20906 247-01 901 803335587 FLORES VICTOR 52 COVEY LANE NAPLES FL 34114 247-01 901 803335819 LOCKLEY GLORIA S 1138 S PAXON STREET PHILADELPHIA PA 19143 247-01 901 803335967 SCAROLA THERESA 883 HELENE STREET WANTAGH NY 11793 247-01 901 803336114 LOVECE NICOLA 32 ROCK LANE LEVITTOWN NY 11756 247-01 901 803336395 WILLIAMS ANGENETTE 202 PARKDALE DR HATTIESBURG MS 39401 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803302124 61,000.00 61,000.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 79.2 13.050 677.17 803302488 23,685.00 23,663.96 0.00 04/14/2000 03/14/2020 237.40 06/14/2000 89.3 12.950 276.64 803302850 55,000.00 55,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 75.9 11.875 560.45 803302975 30,000.00 30,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 74.1 11.500 319.93 803303767 40,000.00 39,906.78 0.00 05/03/2000 04/03/2020 238.06 07/03/2000 82.2 12.750 461.53 803304179 96,500.00 96,500.00 0.00 06/02/2000 05/02/2015 179.01 06/02/2000 56.7 14.650 1,193.22 803305002 41,275.00 41,275.00 0.00 06/10/2000 05/10/2025 299.28 06/10/2000 85.9 11.875 430.91 803305598 27,200.00 27,200.00 0.00 06/09/2000 05/09/2025 299.24 06/09/2000 80.0 13.000 306.77 803307594 40,000.00 39,947.99 0.00 06/03/2000 05/03/2025 299.05 07/03/2000 78.4 13.500 466.26 803308683 45,000.00 45,000.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 52.3 13.250 506.60 803308949 30,396.00 30,396.00 0.00 06/09/2000 05/09/2020 239.24 06/09/2000 72.3 14.350 385.73 803309749 18,000.00 18,000.00 0.00 06/01/2000 05/01/2010 119.00 06/01/2000 36.0 11.900 257.21 803310804 130,000.00 129,841.78 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 76.4 9.750 1,116.90 803311752 44,625.00 44,625.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 85.0 12.600 479.73 803312792 61,100.00 61,100.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 65.0 14.900 767.70 803314202 23,726.00 23,645.62 0.00 06/08/2000 05/08/2015 179.21 08/08/2000 84.9 13.600 309.62 803314418 132,590.00 132,590.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 80.9 14.250 1,597.29 803314640 45,000.00 45,000.00 0.00 05/26/2000 04/26/2015 178.82 05/26/2000 63.8 14.900 565.40 803316181 193,000.00 193,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 79.5 12.000 2,125.10 803316983 40,500.00 40,500.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 90.0 12.250 424.40 803317064 149,000.00 149,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 69.6 11.150 1,553.20 803318138 22,500.00 22,500.00 0.00 06/09/2000 05/09/2010 119.24 06/09/2000 72.5 11.625 317.95 803318179 92,400.00 92,400.00 0.00 06/23/2000 05/23/2030 359.70 06/23/2000 80.0 11.625 923.85 803318658 37,600.00 37,600.00 0.00 06/04/2000 05/04/2025 299.08 06/04/2000 80.0 11.750 389.08 803318963 18,500.00 18,500.00 0.00 06/03/2000 05/03/2010 119.05 06/03/2000 48.6 11.500 260.10 803319623 22,800.00 22,765.38 0.00 05/01/2000 04/01/2015 178.00 06/01/2000 72.0 14.850 316.77 803319995 31,000.00 30,841.32 0.00 05/12/2000 04/12/2010 118.36 06/12/2000 73.8 12.250 449.25 803321637 52,000.00 52,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 80.0 10.125 562.78 803322312 40,000.00 40,000.00 0.00 07/01/2000 06/01/2025 300.00 07/01/2000 66.6 11.750 413.92 803323039 94,800.00 94,592.16 0.00 06/09/2000 05/09/2020 239.24 08/09/2000 85.0 11.250 994.69 803325091 28,000.00 27,910.19 0.00 05/28/2000 04/28/2015 178.88 06/28/2000 74.2 11.500 327.09 803325174 35,000.00 35,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 80.5 13.250 416.30 803326297 15,000.00 15,000.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 30.0 10.625 166.97 803326362 40,000.00 39,950.16 0.00 06/01/2000 05/01/2020 239.00 07/01/2000 63.4 11.250 419.70 803327352 51,850.00 51,850.00 0.00 04/28/2000 03/28/2015 177.86 05/28/2000 85.0 13.325 586.77 803328285 35,000.00 34,935.52 0.00 05/25/2000 04/25/2020 238.78 06/25/2000 74.4 11.500 373.25 803328335 28,800.00 28,800.00 0.00 06/24/2000 05/24/2015 179.74 06/24/2000 80.0 12.850 361.55 803328640 26,250.00 26,250.00 0.00 05/18/2000 04/18/2010 118.55 06/18/2000 75.0 13.600 401.29 803328772 63,000.00 63,000.00 0.00 05/17/2000 04/17/2030 358.52 05/17/2000 70.0 12.850 689.53 803328806 40,800.00 40,786.05 0.00 05/24/2000 04/24/2015 178.75 07/24/2000 80.0 14.000 483.43 803328988 37,400.00 37,383.67 0.00 06/02/2000 05/02/2030 359.01 07/02/2000 85.0 11.750 377.52 803329036 81,200.00 81,167.36 0.00 05/12/2000 04/12/2030 358.36 07/12/2000 64.9 13.000 898.23 803329580 40,000.00 40,000.00 0.00 06/22/2000 05/22/2020 239.67 06/22/2000 57.1 9.550 374.16 803329879 224,000.00 224,000.00 0.00 07/01/2000 06/01/2025 300.00 07/01/2000 70.0 11.400 2,260.53 803330257 49,300.00 49,300.00 0.00 05/25/2000 04/25/2020 238.78 05/25/2000 85.0 11.125 513.07 803330794 46,400.00 46,400.00 0.00 05/04/2000 04/04/2015 178.09 06/04/2000 80.0 12.850 507.84 803331024 27,400.00 27,400.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 79.8 14.000 364.90 803331404 241,282.00 241,275.32 0.00 05/04/2000 04/04/2015 178.09 06/04/2000 83.0 12.900 2,650.21 803332162 34,400.00 34,400.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 80.0 13.250 387.27 803332345 115,000.00 114,987.76 0.00 05/10/2000 04/10/2030 358.29 06/10/2000 69.6 11.850 1,169.64 803333772 74,750.00 74,554.90 0.00 06/01/2000 05/01/2030 359.00 07/01/2000 65.0 13.750 870.92 803334168 53,500.00 53,500.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 84.9 13.100 596.00 803334671 86,700.00 86,700.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 85.0 12.600 1,074.25 803334770 21,500.00 21,500.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 40.5 13.500 246.26 803335033 60,750.00 60,720.25 0.00 05/24/2000 04/24/2030 358.75 07/24/2000 90.0 12.250 636.60 803335207 88,200.00 87,880.39 0.00 05/13/2000 04/13/2015 178.39 06/13/2000 90.0 9.990 947.26 803335298 151,200.00 149,565.86 0.00 05/04/2000 04/04/2030 358.09 08/04/2000 90.0 12.000 1,555.26 803335587 49,500.00 49,500.00 0.00 06/09/2000 05/09/2025 299.24 06/09/2000 90.0 12.500 539.73 803335819 29,000.00 28,877.29 0.00 05/27/2000 04/27/2030 358.85 06/27/2000 67.4 11.500 287.18 803335967 36,621.00 36,621.00 0.00 05/26/2000 04/26/2015 178.82 05/26/2000 75.3 15.750 485.09 803336114 81,460.00 81,460.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 85.9 10.750 760.41 803336395 44,200.00 44,200.00 0.00 05/26/2000 04/26/2030 358.82 05/26/2000 85.0 11.750 446.16
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803336478 SMITH ROBBY 43 BROADWAY STREET AIKEN SC 29803 247-01 901 803336627 BURRAGE LASHONDA H 1720 GAY AVE EAST ST LOUIS IL 62207 247-01 901 803336635 WEEKS ROBERT J 237 239 FEDERAL STREET PROVIDENCE RI 02921 247-01 901 803337302 LASSEIGNE CONNIE M 422 BANK STREET NEW IBERIA LA 70560 247-01 901 803337484 GAINER SABRENA 570 WEST 35TH STREET RIVIERA BEACH FL 33404 247-01 901 803337534 ARROWSMITH ROBERT T 2001 NORTH LAUREL AVENUE PHOENIX AZ 85007 247-01 901 803337963 FRY NORMAN R 1877 RIVERBIRCH DRIVE SUMTER SC 29150 247-01 901 803338714 DUNAWAY RANDY 110 CONTINENTAL DRIVE EUNICE NM 88231 247-01 901 803339803 KENNEY THOMAS E 103 WAKEFIELD DR GENEVA IL 60134 247-01 901 803339928 RADEL WILLIAM P JR 121 DILLER ROAD NEW CUMBERLAND PA 17070 247-01 901 803340231 DAVIS JOBIE 103 KEYSTONE AVE BUFFALO NY 14211 247-01 901 803340462 BRINSTON DAVID 25311 W NINE MILE RD SOUTHFIELD MI 48034 247-01 901 803340686 CUSHMAN RITA 32 FEDERAL RD LIVERMORE ME 04253 247-01 901 803341056 MCCREE VERLINDA 470 OAKLAHOMA AVENUE CAMDEN AR 71701 247-01 901 803341312 VENZKE DIANA L 5365 EAST ROCKHAMPTON CIR HIGHLANDS RANCH CO 80126 247-01 901 803341387 SCOTT VALIANT J 2311 ARROWHEAD DRIVE MCCOMB MS 39648 247-01 901 803341601 PRICE ROBERT 1321 UNION STREET BRIDGEVILLE PA 15017 247-01 901 803341650 CLARDY DEBORAH 1671 E BLAKE AVENUE COLUMBUS OH 43219 247-01 901 803341700 SMALL BETTY M 924 CYPRESS WOOD LANE SARASOTA FL 34243 247-01 901 803341833 KIRBY BETTY J 30128 TRUMAN AVENUE WICKLIFFE OH 44092 247-01 901 803342450 PARADIS JEAN M 25 KEVIN STREET LEWISTON ME 04240 247-01 901 803342518 OBERLANDER MARK L 40 CATALINA DRIVE MT WOLF PA 17347 247-01 901 803342690 KRAMER APRIL L 1305 CAROL AVENUE PRINCETON IN 47670 247-01 901 803342708 DAVIS TROY 1709 NEW JERSEY AVENUE NW WASHINGTON DC 20001 247-01 901 803342807 WILHITE GWENDOLYN L 14529 CARROLLTON BLVD MAG DIST OF NEWPORT VA 23314 247-01 901 803342880 IRVIN ANTHONY 3630 LUDDEN DETROIT MI 48207 247-01 901 803343474 NEWMAN RICKY LYNN 403 PATAPSCO AVE BALTIMORE MD 21237 247-01 901 803344191 WILLIAMS LUVENIA C 1301 W WOODLAND DRIVE DOTHAN AL 36301 247-01 901 803345198 GILES VANESSA M 9913 BEAVER BRIDGE ROAD CHESTERFIELD VA 23838 247-01 901 803345818 HYLTON CHARLES 2703 BAINBRIDGE AVENUE BRONX NY 10458 247-01 901 803346014 DORSEY CRAWFORD E 25496 STILL POND NECK ROAD WORTON MD 21678 247-01 901 803346253 GRAY RONALD J 568 RONNOC LANE NEW SMYRNA BEACH FL 32168 247-01 901 803346444 HESTER JAMES L 92 JONES STATION ROAD ARNOLD MD 21012 247-01 901 803346576 GREEN BARRY L 2006 JESSICA BAY COURT DEATSVILLE AL 36022 247-01 901 803346675 HENDERSON MARSHALL 3508 NORTH OXFORD STREET INDIANAPOLIS IN 46218 247-01 901 803346790 TIMMES BARBARA 540 SOUTH MAIN STREET GREENVILLE MS 38701 247-01 901 803346972 COLES MILLIE W 9793 HIGHWAY 47 CHASE CITY VA 23924 247-01 901 803347004 PLUMMER ANDRE 2031 LAKE FOREST LANE NEW CASTLE IN 47362 247-01 901 803347137 STEIN DALE A 1000 ADRIAN STREET JACKSON MI 49203 247-01 901 803347723 ROBINSON LILLIE 4649 W ERIE AVENUE CHICAGO IL 60644 247-01 901 803347772 HESS STEVEN A 13706 SOUTHEAST 35TH ST VANCOUVER WA 98683 247-01 901 803347780 COURTNEY PATRICK S 17041 EAST CARR AVENUE PARKER CO 80134 247-01 901 803348143 DURRAH DOUGLAS 810 INMAN ROAD LYMAN SC 29365 247-01 902 803348291 DINH TRUC 8907 PARKFIELD DR AUSTIN TX 79758 247-01 901 803348713 MARASCO RICHARD 6536 ZUPANCIC DRIVE PITTSBURGH PA 15236 247-01 901 803348861 MURRAY GARY D RT 3 BOX 288 BLUEFIELD WV 24701 247-01 901 803348994 THOMPSON SALLY JANE 3957 BRADY ST BATON ROUGE LA 70805 247-01 901 803349067 TINGEN TAMMY DARLENE 313 HALE STREET BURLINGTON NC 27217 247-01 901 803349471 LESTER RONALD 4923 CENTER ST GAGETOWN MI 48735 247-01 901 803349836 WALLAIN ANGELIKA 3464 SAPPHIRE ROAD LANTANA FL 33462 247-01 901 803350578 BY THEADA DO JOSEPH W DOR 1602 WEST CLEARFIELD STREE PHILADELPHIA PA 19132 247-01 901 803350768 WILSON GRINDEL 145 BANCTON ROAD KINSALE VA 22488 247-01 901 803351204 WILLIAMS GARY A 244 WILEY AUGUSTA KS 67010 247-01 901 803351428 JOHNS CECIL 7643 GUN CLUB RD WESTFIELD NY 14737 247-01 901 803351675 HARBAUGH DEWAYNE L 214 EAST SIXTH STREET OIL CITY PA 16301 247-01 901 803351915 DUNKLE JAMES 1442 LILLIBRIDGE RD PORTVILLE NY 14770 247-01 901 803352061 GIACONE KATHY 209 VERNON VALLEY ROAD EAST NORTHPORT NY 11731 247-01 901 803352608 DAGENHART MARY RUTH 121 COLLEGE STREET BAINBRIDGE IN 46105 247-01 901 803352996 PERRY ROY RT 1 BOX 400H BLUEFIELD VA 24605 247-01 901 803353432 NICKERSON DOUGLAS 105 BROOKS ROAD HARWICHPORT MA 02646 247-01 901 803354026 HERRERA JOSE M 2600 MCKEE AVE SW WYOMING MI 49509 247-01 901 803354430 JETER CARMICHAEL 4635 GREENBRIAR MOSSY DALE WINNSBORO SC 29180 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803336478 18,700.00 18,625.44 0.00 05/19/2000 04/19/2010 118.59 06/19/2000 85.0 14.150 292.04 803336627 46,700.00 46,700.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 84.9 13.600 538.58 803336635 97,200.00 97,200.00 0.00 06/11/2000 05/11/2030 359.31 06/11/2000 90.0 12.850 1,063.84 803337302 30,000.00 29,868.95 0.00 06/01/2000 05/01/2030 359.00 07/01/2000 85.7 12.000 308.58 803337484 65,450.00 65,327.98 0.00 05/19/2000 04/19/2030 358.59 06/19/2000 85.0 13.850 767.73 803337534 117,450.00 117,450.00 0.00 05/01/2000 04/01/2015 178.00 06/01/2000 79.8 11.950 1,203.59 803337963 17,500.00 17,500.00 0.00 06/09/2000 05/09/2010 119.24 06/09/2000 70.0 14.500 277.00 803338714 28,800.00 28,800.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 80.0 12.000 345.65 803339803 41,000.00 41,000.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 69.6 12.350 432.81 803339928 90,000.00 89,860.12 0.00 05/10/2000 04/10/2020 238.29 06/10/2000 90.0 11.250 944.33 803340231 32,000.00 32,000.00 0.00 06/24/2000 05/24/2030 359.74 06/24/2000 78.0 14.000 379.16 803340462 106,250.00 106,131.35 0.00 05/19/2000 04/19/2030 358.59 06/19/2000 85.0 14.300 1,284.20 803340686 64,800.00 64,743.62 0.00 06/01/2000 05/01/2030 359.00 07/01/2000 80.0 14.000 767.80 803341056 15,000.00 15,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 75.0 11.625 176.42 803341312 28,500.00 28,500.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 90.1 13.150 336.95 803341387 133,500.00 133,500.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 75.0 13.250 1,502.91 803341601 54,000.00 53,970.01 0.00 05/07/2000 04/07/2015 178.19 07/07/2000 90.0 11.750 545.08 803341650 55,250.00 55,016.15 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 85.0 11.500 547.14 803341700 10,000.00 9,968.99 0.00 05/04/2000 04/04/2015 178.09 06/04/2000 7.6 12.250 121.63 803341833 51,200.00 51,200.00 0.00 06/17/2000 05/17/2030 359.51 06/17/2000 59.5 11.750 516.82 803342450 56,792.00 56,792.00 0.00 05/21/2000 04/21/2030 358.65 05/21/2000 66.8 13.350 643.81 803342518 81,250.00 81,250.00 0.00 05/12/2000 04/12/2015 178.36 06/12/2000 66.8 9.375 675.80 803342690 28,000.00 27,899.58 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 70.0 10.375 307.35 803342708 142,800.00 142,800.00 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 85.0 11.500 1,414.14 803342807 36,000.00 36,000.00 0.00 05/05/2000 04/05/2020 238.13 05/05/2000 80.0 13.450 433.37 803342880 26,000.00 26,000.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 65.0 13.250 333.25 803343474 89,050.00 88,886.34 0.00 05/05/2000 04/05/2015 178.13 07/05/2000 65.0 13.500 1,019.99 803344191 40,800.00 40,671.25 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 85.0 12.250 427.54 803345198 57,288.00 57,258.31 0.00 06/15/2000 05/15/2015 179.44 08/15/2000 69.8 12.000 589.27 803345818 140,000.00 139,508.23 0.00 05/05/2000 04/05/2020 238.13 07/05/2000 80.0 12.850 1,625.27 803346014 75,400.00 75,370.78 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 65.0 12.750 819.37 803346253 28,800.00 28,778.97 0.00 06/02/2000 05/02/2015 179.01 07/02/2000 80.0 13.250 324.22 803346444 35,500.00 35,500.00 0.00 06/08/2000 05/08/2015 179.21 06/08/2000 81.7 12.400 435.24 803346576 76,500.00 76,500.00 0.00 06/19/2000 05/19/2030 359.57 06/19/2000 90.0 13.250 861.22 803346675 57,800.00 57,775.15 0.00 05/10/2000 04/10/2030 358.29 07/10/2000 85.0 12.750 628.11 803346790 47,200.00 47,200.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.0 15.350 610.05 803346972 85,000.00 85,000.00 0.00 05/11/2000 04/11/2015 178.32 06/11/2000 77.2 13.250 956.91 803347004 110,415.00 110,415.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 85.0 11.750 1,114.54 803347137 47,600.00 47,548.00 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 85.0 10.500 435.42 803347723 73,000.00 72,972.58 0.00 05/28/2000 04/28/2030 358.88 07/28/2000 74.4 13.250 821.81 803347772 71,600.00 71,597.39 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 79.9 12.775 779.47 803347780 57,000.00 57,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 84.5 14.750 709.35 803348143 72,250.00 72,250.00 0.00 05/28/2000 04/28/2015 178.88 06/28/2000 85.0 13.600 833.25 803348291 206,000.00 206,000.00 0.00 07/01/2000 06/01/2025 300.00 07/01/2000 69.8 10.200 1,901.05 803348713 90,700.00 90,700.00 0.00 05/04/2000 04/04/2020 238.09 06/04/2000 74.9 10.050 878.28 803348861 36,000.00 35,981.22 0.00 05/11/2000 04/11/2015 178.32 07/11/2000 90.0 12.000 370.30 803348994 22,750.00 22,664.91 0.00 05/14/2000 04/14/2030 358.42 06/14/2000 65.0 13.750 265.06 803349067 20,000.00 20,000.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 88.8 12.000 240.03 803349471 17,500.00 17,260.55 0.00 05/03/2000 04/03/2015 178.06 07/03/2000 38.0 12.675 189.15 803349836 77,850.00 77,837.22 0.00 05/01/2000 04/01/2015 178.00 06/01/2000 84.9 14.450 950.22 803350578 30,600.00 30,484.74 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 85.0 12.250 320.66 803350768 73,100.00 73,100.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 85.0 12.500 780.16 803351204 19,200.00 19,124.38 0.00 05/18/2000 04/18/2015 178.55 06/18/2000 74.7 11.500 224.29 803351428 56,400.00 56,167.20 0.00 05/21/2000 04/21/2015 178.65 06/21/2000 80.0 12.350 595.38 803351675 17,550.00 17,402.12 0.00 06/19/2000 05/19/2010 119.57 08/19/2000 90.0 12.500 256.89 803351915 25,000.00 24,946.65 0.00 05/18/2000 04/18/2020 238.55 06/18/2000 50.0 12.000 275.27 803352061 88,000.00 88,000.00 0.00 05/12/2000 04/12/2030 358.36 06/12/2000 62.8 11.450 868.11 803352608 36,400.00 36,289.21 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 66.1 10.000 391.16 803352996 46,750.00 46,724.03 0.00 05/07/2000 04/07/2030 358.19 07/07/2000 85.0 11.750 471.90 803353432 81,000.00 80,748.55 0.00 05/14/2000 04/14/2015 178.42 06/14/2000 52.2 9.625 688.49 803354026 49,600.00 49,600.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 80.0 12.250 603.28 803354430 47,600.00 47,417.27 0.00 05/28/2000 04/28/2015 178.88 06/28/2000 70.0 10.875 537.29
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803354646 SAUNDERS JOSEPH 3908 BEECHWOOD BOULEVARD TAMPA FL 33619 247-01 901 803354687 ELDER BETTY L 3930 32 NATURAL BRIDGE RD ST LOUIS MO 63107 247-01 901 803354729 SCHNEIDER JAMES KARL 1047 DESOTO RD BALTIMORE MD 21223 247-01 901 803357037 ANDERSON DEBRA A 204 WEST COVELL STREET GARRETT IN 46738 247-01 901 803357300 PATTERSON GEORGE L 1767 ACREMAKER ROAD NAPLES FL 34120 247-01 901 803357524 SMITH SHERRY A 690 HIGH ST WABASH IN 46992 247-01 901 803357540 RUSH MACK A 3808 ASHLAND AVE ST LOUIS MO 63107 247-01 901 803359033 BOZEMAN JERRY 909 KIRSPEL LITTLE ROCK AR 72202 247-01 901 803359405 GONZALES DANIEL DELFEDO 1441 BURLEY COURT COLUMBIA SC 29204 247-01 901 803360197 BALL LINDA S 150 CROWDER ROAD WOODRUFF SC 29388 247-01 901 803360429 KING ONDREA 8048 S MICHIGAN AVE CHICAGO IL 60619 247-01 901 803360650 O'CONNOR PATRICK J 16757 LORAIN ST BAINBRIDGE OH 44023 247-01 901 803360726 LEE LEE 5120 WESTCHASE COURT JACKSONVILLE FL 32210 247-01 901 803360767 TRAVIS FRANK L 3356 W 84TH STREET CHICAGO IL 60652 247-01 901 803361047 NEAL CONNIE 412 PATTON STREET COVINGTON KY 41014 247-01 901 803361187 PEREZ BYRON 1 WEST 1ST STREET BAYONNE NJ 07002 247-01 901 803361252 RODRIGUEZ MARIA G 519 WILKINSON STREET LOGANSPORT IN 46947 247-01 901 803362995 WAGNER HENRIETTA B 920 ANCHOR LAKE ROAD CARRIERE MS 39426 247-01 901 803363498 NOLAN ROBERT J 446 WEST WILDSPRING ROUND LAKE IL 60073 247-01 901 803363647 RHODMAN DARRYL T 12773 WILFRED DETROIT MI 48213 247-01 901 803363746 MANNING BILLY R 415 MORRIS BELLWOOD IL 60104 247-01 901 803363761 WRIGHT MARK 4722 NEW TOWN BLVD OWINGS MILLS MD 21117 247-01 901 803363811 STALLWORTH DELORES 7845 MADISON DR ST LOUIS MO 63133 247-01 901 803364181 BECK PATRICIA L 302 CEDAR CIRCLE ADAMSVILLE AL 35005 247-01 901 803364249 SIMER ERNEST G 1413 WABASH CENTRALIA IL 62801 247-01 901 803364272 GRAY DANNY 15942 ANDERSON LANE FORT MYERS FL 33912 247-01 901 803364280 MARTELL BEVERLY JANE 595 SHERMAN AVENUE SHARON PA 16146 247-01 901 803364454 HOGUE GROVER 400 QUICKSILVER WAY RIFLE CO 81650 247-01 901 803364546 ADORNO AURELIA 1283 SAINT LAWRENCE AVENUE BRONX NY 10472 247-01 901 803365105 LYNTHACUM RICHARD 129 WOODLINE DR TROY NC 27371 247-01 901 803365311 MCCRORY THOMAS W 327 UPPER LANDING RD BALTIMORE MD 21221 247-01 901 803365394 SILVESTRI BARBARA M 7004 CLAYBOURNE AVENUE YOUNGSTOWN OH 44512 247-01 901 803365840 HOSKINS WILLIE B 4011 WEBSTER STREET MABEN MS 39751 247-01 901 803366244 CROOK JOHN 1423 HILL AVENUE GADSDEN AL 35901 247-01 901 803366418 WASHINGTON ERIC ROUTE 1 BOX 3530 HOWE OK 74940 247-01 901 803366749 BURRELL ESTHER LEE 1520 TABERNACLE COVINGTON TN 38109 247-01 901 803366830 HALL JOHN L JR 5539 THOMPSON STREET PHILADELPHIA PA 19131 247-01 901 803366863 BROWN EMMA L 8143 BLISS DETROIT MI 48234 247-01 901 803367416 ELKINS RONALD C 2911 BROADWAY FORT WAYNE IN 46807 247-01 901 803367614 DAVIS LAWERENCE I JR 11586 SOUTHEAST FOSTER AVE ARCADIA FL 34266 247-01 901 803368307 HUNT PATRICIA 29 NORTH BROOKS DRIVE JACKSON TN 38301 247-01 901 803368331 NICHOLAS KENNETH R 1240 WOODLAND DRIVE CHARLESTON WV 25302 247-01 901 803368372 MILES ELAINE 304 FRENCH ROAD BUFFALO NY 14211 247-01 901 803369107 ANDINO TIMOTEO 435 42ND STREET BROOKLYN NY 11232 247-01 901 803369438 WILBURN NANCY M 131 BLACKSTOCK ROAD ENOREE SC 29335 247-01 901 803369586 MASON REGINALD S 208 UPPERVILLE ROAD VIRGINIA BEACH VA 23462 247-01 901 803369974 GOFPHIN BETTY 1517 NW 7 TERRACE FORT LAUDERDALE FL 33311 247-01 901 803369982 HICKMAN ERIC 7501 ROWLES AVE FERGUSON MO 63135 247-01 901 803370279 RIESELMAN ROBERT D 2 WALLING ROAD WARWICK NY 10990 247-01 901 803370287 DIGGS LOUIS S JR 111- 113 ROCK CREEK ROAD NEW HAVEN CT 06515 247-01 901 803370626 COLLINS CHRISTOPHE D 314 EAST MOORE STREET GREENVILLE MS 38701 247-01 901 803370667 OXENDINE DONNIE 134 BRYANT ROAD RED SPRINGS NC 28377 247-01 901 803371285 BIERNAT RAYMOND J 207 TILTON STREET HAMMONTON NJ 08037 247-01 901 803371475 RICHTER BRIAN K 26818 NUDGENT STREET BORON CA 93516 247-01 901 803371798 HALL KENIS HC 77 BOX 640 GALVESTON KY 41629 247-01 901 803372622 DUPONT CHARLES A 1234 PRIMROSE AVENUE BALTIMORE MD 21237 247-01 901 803372697 FINN PAULETTE 3602 AVONDALE AVE ST LOUIS MO 63121 247-01 901 803372879 TRAMMER JEANETTE 20011 WICKFIELD AVE WARRENSVILLE HTS OH 44122 247-01 901 803374347 IVAN VASILE 2514 NORTH DELAWARE DRIVE MOUNT BETHEL PA 18343 247-01 901 803374412 BURNS LORRAINE 14450 HIGHWAY 27 ALT NORTH WILLISTON FL 32696 247-01 901 803374586 OLIVER FAY 2275 GOODRICH FOSTORIA MI 48435 247-01 901 803375575 WILLIAMS THELMA 20 GLEEN LOOP CLAYTON AL 36016 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803354646 59,200.00 59,200.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 80.0 13.000 654.87 803354687 37,800.00 37,800.00 0.00 05/20/2000 04/20/2015 178.62 05/20/2000 70.0 12.500 465.89 803354729 50,400.00 50,400.00 0.00 05/12/2000 04/12/2015 178.36 06/12/2000 80.0 13.600 581.26 803357037 76,500.00 76,500.00 0.00 05/24/2000 04/24/2015 178.75 05/24/2000 85.0 13.600 882.26 803357300 70,550.00 70,550.00 0.00 06/17/2000 05/17/2030 359.51 06/17/2000 85.0 13.850 827.56 803357524 52,500.00 52,500.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 75.0 14.300 634.55 803357540 39,200.00 39,016.86 0.00 05/12/2000 04/12/2030 358.36 07/12/2000 70.0 13.000 433.63 803359033 24,000.00 23,883.28 0.00 06/01/2000 05/01/2010 119.00 07/01/2000 80.0 10.500 323.84 803359405 56,000.00 56,000.00 0.00 06/02/2000 05/02/2020 239.01 06/02/2000 80.0 14.400 712.70 803360197 28,000.00 28,000.00 0.00 05/18/2000 04/18/2020 238.55 06/18/2000 80.0 14.650 361.48 803360429 140,200.00 140,148.74 0.00 05/19/2000 04/19/2030 358.59 07/19/2000 84.9 13.350 1,589.34 803360650 22,400.00 22,400.00 0.00 06/03/2000 05/03/2030 359.05 06/03/2000 70.0 11.875 228.26 803360726 83,300.00 83,300.00 0.00 05/26/2000 04/26/2015 178.82 05/26/2000 85.0 12.600 1,032.12 803360767 47,800.00 47,800.00 0.00 05/18/2000 04/18/2030 358.55 06/18/2000 53.7 13.500 547.51 803361047 31,000.00 30,926.23 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 74.6 12.600 384.11 803361187 150,400.00 150,400.00 0.00 06/08/2000 05/08/2015 179.21 06/08/2000 80.0 13.750 1,752.33 803361252 39,600.00 39,464.95 0.00 05/17/2000 04/17/2030 358.52 06/17/2000 80.0 14.000 469.21 803362995 20,000.00 19,826.97 0.00 06/10/2000 05/10/2010 119.28 07/10/2000 44.4 11.000 275.50 803363498 26,500.00 26,500.00 0.00 05/18/2000 04/18/2015 178.55 05/18/2000 84.2 14.700 365.47 803363647 44,200.00 44,132.96 0.00 05/11/2000 04/11/2030 358.32 06/11/2000 85.0 14.450 539.50 803363746 77,900.00 77,900.00 0.00 06/16/2000 05/16/2030 359.47 06/16/2000 95.0 13.000 861.73 803363761 231,300.00 231,171.51 0.00 05/17/2000 04/17/2015 178.52 07/17/2000 90.0 11.750 2,334.76 803363811 48,000.00 47,983.94 0.00 06/09/2000 05/09/2030 359.24 08/09/2000 76.1 14.250 578.25 803364181 62,900.00 62,781.66 0.00 05/04/2000 04/04/2015 178.09 06/04/2000 85.0 12.650 781.41 803364249 30,700.00 30,700.00 0.00 06/08/2000 05/08/2025 299.21 06/08/2000 74.8 14.600 383.71 803364272 52,800.00 52,800.00 0.00 06/24/2000 05/24/2010 119.74 06/24/2000 52.7 11.500 742.34 803364280 24,000.00 23,911.44 0.00 05/26/2000 04/26/2015 178.82 07/26/2000 80.0 12.750 299.72 803364454 45,000.00 45,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 73.6 11.875 536.46 803364546 153,750.00 153,738.78 0.00 05/14/2000 04/14/2015 178.42 06/14/2000 75.0 12.275 1,614.12 803365105 25,000.00 24,934.34 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 24.2 11.000 284.15 803365311 74,100.00 73,807.01 0.00 06/05/2000 05/05/2015 179.11 07/05/2000 89.9 11.500 865.63 803365394 71,000.00 70,952.62 0.00 05/24/2000 04/24/2015 178.75 07/24/2000 89.0 11.000 676.15 803365840 32,800.00 32,788.52 0.00 05/19/2000 04/19/2030 358.59 07/19/2000 80.0 13.750 382.16 803366244 31,500.00 31,500.00 0.00 05/07/2000 04/07/2015 178.19 05/07/2000 70.0 13.650 412.12 803366418 22,000.00 21,985.91 0.00 05/04/2000 04/04/2020 238.09 06/04/2000 73.3 13.250 261.67 803366749 15,000.00 14,995.32 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 28.3 10.750 168.14 803366830 25,990.00 25,990.00 0.00 05/25/2000 04/25/2030 358.78 05/25/2000 74.2 11.375 254.90 803366863 33,000.00 33,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 38.8 11.000 314.27 803367416 45,050.00 45,050.00 0.00 05/21/2000 04/21/2020 238.65 05/21/2000 85.0 12.850 522.99 803367614 30,000.00 29,791.39 0.00 05/28/2000 04/28/2010 118.88 06/28/2000 50.6 12.700 442.64 803368307 64,350.00 64,346.85 0.00 05/25/2000 04/25/2030 358.78 06/25/2000 90.0 12.600 691.78 803368331 32,000.00 32,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 42.6 10.750 358.70 803368372 48,000.00 47,862.23 0.00 05/06/2000 04/06/2030 358.16 07/06/2000 80.0 13.000 530.98 803369107 50,000.00 49,473.62 0.00 05/20/2000 04/20/2015 178.62 07/20/2000 55.5 9.750 529.68 803369438 35,000.00 34,936.32 0.00 06/05/2000 05/05/2015 179.11 07/05/2000 42.1 13.250 394.02 803369586 102,000.00 102,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 85.0 14.900 1,281.58 803369974 68,750.00 68,558.31 0.00 05/07/2000 04/07/2020 238.19 06/07/2000 85.9 10.900 704.96 803369982 69,600.00 69,600.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 80.0 13.250 783.54 803370279 147,763.00 145,972.89 0.00 05/18/2000 04/18/2010 118.55 06/18/2000 84.7 12.850 2,193.21 803370287 78,400.00 78,400.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 80.0 16.620 1,093.57 803370626 26,250.00 26,250.00 0.00 05/19/2000 04/19/2030 358.59 05/19/2000 75.0 13.250 295.52 803370667 29,100.00 29,062.53 0.00 05/10/2000 04/10/2020 238.29 06/10/2000 89.5 12.250 325.50 803371285 10,000.00 10,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 11.6 12.400 105.95 803371475 32,000.00 32,000.00 0.00 05/28/2000 04/28/2010 118.88 05/28/2000 80.0 13.000 477.79 803371798 44,200.00 44,040.81 0.00 05/26/2000 04/26/2015 178.82 06/26/2000 85.0 11.500 437.71 803372622 52,150.00 52,150.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 70.0 12.350 550.51 803372697 44,000.00 44,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 80.0 14.650 544.06 803372879 59,800.00 59,800.00 0.00 05/05/2000 04/05/2030 358.13 06/05/2000 65.0 13.500 684.96 803374347 30,800.00 30,637.17 0.00 05/07/2000 04/07/2010 118.19 06/07/2000 80.0 11.250 428.64 803374412 43,120.00 43,120.00 0.00 06/09/2000 05/09/2025 299.24 06/09/2000 80.0 14.350 530.64 803374586 39,200.00 39,200.00 0.00 05/28/2000 04/28/2025 298.88 06/28/2000 70.0 10.400 367.32 803375575 20,000.00 20,000.00 0.00 06/08/2000 05/08/2010 119.21 06/08/2000 78.4 12.500 292.75
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803375666 GRANT NEIL N 310 LAFRANCE ROAD ANDERSON SC 29625 247-01 901 803375708 AMOS LEROY F 26 DUQUESNE COURT NEW CASTLE DE 19720 247-01 901 803375716 WALSTON JONAH JR 323 MADISON STREET ROCKY MOUNT NC 27801 247-01 901 803375823 RUIZ LAZARO 361 NORTH 10TH STREET NEWARK NJ 07107 247-01 901 803375872 NIEVES MIGDALIA 69 DIKEMAN STREET WATERBURY CT 06704 247-01 901 803376086 PAULSEN THOMAS S 5517 BRITTINGHAM COURT KEMPSVILLE VA 23404 247-01 901 803376268 MCKNIGHT ROLAN RAY 2 ROUTE BOX 231L JANE LEW WV 26378 247-01 901 803376870 ROFKAHR SHERRY 4520 SPRADLING AVENUE FORT SMITH AR 72904 247-01 901 803377019 POWELL LORI A 1729 SHERMAN BLVD FORT WAYNE IN 46808 247-01 901 803377373 KING BESSIE L 449 FAYETTE STREET WASHINGTON PA 15301 247-01 901 803377720 REILLY WILLIAM G 224 NORTH MEADOW AVENUE PITTSBURGH PA 15235 247-01 901 803378496 CUELLAR ROY V 569 STIERMAN WAY EAGLE ID 83616 247-01 901 803378512 HODGES HARRY K 105 72 FLATLANDS 5TH STREE BROOKLYN NY 11236 247-01 901 803378793 ALCANTARA RAFAEL A 665 667 PUBLIC STREET PROVIDENCE RI 02907 247-01 901 803379015 WRIGHTSELL PHYLLIS 122 E 114TH PLACE CHICAGO IL 60628 247-01 901 803379098 DUNBAR GRANT JR 158 CARR PONTIAC MI 48342 247-01 901 803379189 MORA DAVID 619 TILGHMAN STREET ALLENTOWN PA 18102 247-01 901 803379510 BONNER MAMIE TATUM 127 SCHUELE BUFFALO NY 14216 247-01 901 803379643 DE LOS SANTO MANUEL 777 E 18TH STREET PATERSON NJ 07504 247-01 901 803380583 CARSON MCCUL CATHERINE 2624 THOMPSON STREET TERRE HAUTE IN 47802 247-01 901 803380666 HUTCHINSON VENERE E 412 BUSTI STREET BUFFALO NY 14203 247-01 901 803380831 JORDAN CAROL A 8146 OSTEEN STREET JACKSONVILLE FL 32210 247-01 901 803380906 WILLETT CAROLYN F 139 G STREET WILLIAMSTON SC 29697 247-01 901 803381466 CLARK MICHAEL ROUTE 1 BOX 22M PINETOPS NC 27864 247-01 901 803381508 HANCHETT VIRGINIA LEE 1741 ARNOLD STREET NEW KENSINGTON PA 15068 247-01 901 803381532 HUBELBANK MARCIA 10 CORNAUBA EXTENSION ROSLINDALE MA 02131 247-01 901 803381599 JIGGETTS WILLIE D 770 BOXWOOD ROAD SOUTH HILL VA 23970 247-01 901 803381979 TOLOCZKO ANTHONY 353 SOUTH HANCOCK STREET WILKES BARRE PA 18702 247-01 901 803382100 MATHISON DOROTHY 193 EAST 91ST STREET BROOKLYN NY 11212 247-01 901 803382340 TURNER FRANKLIN 409 SADDLE ROCK ROAD NORFOLK VA 23502 247-01 901 803382381 MCCOY KYNA 5337 ST LOUIS AVE ST LOUIS MO 63120 247-01 901 803382423 BRAVO RAY 92 68 221ST STREET QUEENS VILLAGE NY 11428 247-01 901 803382472 HOEY JAMES 5371 GERALDINE AVE ST LOUIS MO 63115 247-01 901 803382779 TEDESCHI STEFANO 100 CARLA DRIVE PITTSBURGH PA 15218 247-01 901 803383298 TORRES AUREA 538 WEST 58TH STREET ASHTABULA OH 44004 247-01 901 803384213 HOGAN PATTY J 2137 17 1/2 AVENUE RICE LAKE WI 54868 247-01 901 803384395 DUNCAN JANET LYNN 1220 ADAMS ALBION MI 49224 247-01 901 803384593 MALCZEWSKYI WALT 20437 OLD COLONY DEARBORN HTS MI 48127 247-01 901 803384940 HERD CATHERINE E 711 DOLPHIN STREET BALTIMORE MD 21217 247-01 901 803385368 HIESLER TY L RT 1 BOX 260-H BOKOSHE OK 74930 247-01 901 803385491 MILLER BRIDGET 2651 VELDA ROAD RICHMOND VA 23237 247-01 901 803385574 FINEGAN THOMAS P 2082 UNIONDALE DRIVE STOW OH 44224 247-01 901 803385970 SAMA ANTHONY M LOT 24 BLOCK A 1403 ARROWHEAD LAKES PA 18347 247-01 901 803386168 REGISTER OSCAR B 2901 CHAPEL LANE MARIANNA FL 32446 247-01 901 803386325 FULTZ CHARLES 50 LEANIN OAK DRIVE REEDSVILLE PA 17084 247-01 901 803386440 HAYES MICHAEL J 822 EAST EMERSON ST PRINCETON IN 47670 247-01 901 803386929 MORRELL JEANETTE J 202 LAWRENCE STREET ARCHBALD PA 18403 247-01 901 803387653 PROCACCINI DOMENIC 15 HANNAH STREET PROVIDENCE RI 02905 247-01 901 803388511 RODRIGUEZ OCTOV 607 GRAHM RD COLEMAN MI 48618 247-01 901 803389550 CARNEY HARVEY JR 111 SWAN BASTROP LA 71220 247-01 901 803389824 ZWEEMER JAMES M LOT 17 MILL RUN CO RD 632 GREENWOOD DE 19950 247-01 901 803390004 MOORE NANCY GRACE 622 WELLMAN AVENUE CHELMSFORD MA 01863 247-01 901 803390418 CODY JOSEPH W SR 6438 BANNER TAYLOR MI 48180 247-01 901 803390475 RENTZ MICHAEL S 113 HIGHWATER LANE LEXINGTON VA 22450 247-01 901 803390574 WALTERS PATTI L 6794 RINCON ROAD CARPINTERIA CA 93013 247-01 901 803390822 STEPP JONATHAN M 1343 MOSS STREET READING PA 19604 247-01 901 803391234 MCPEEK DAVID JR 126 WOODLAWN ROAD PIEDMONT AL 36272 247-01 901 803391713 KOLWYCK ROBERT A 35 BON SECOUR RD SIKESTON MO 63801 247-01 901 803391929 PHILLIPS ANGELA R 228 A & B SOUTH HAMPTON DR SPARTANBURG SC 29306 247-01 901 803392109 MILLSOP FRANK J 29100 ONO BOULEVARD ORANGE BEACH AL 36561 247-01 901 803392422 FOLSOM CATHERINE JO RURAL ROUTE 1 BOX 277 PRINCETON IN 47670 247-01 901 803392695 KEEN BARBARA 2155 E BOATFIELD BURTON MI 48529 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803375666 60,000.00 60,000.00 0.00 06/23/2000 05/23/2030 359.70 06/23/2000 75.0 14.500 734.73 803375708 67,950.00 67,950.00 0.00 05/01/2000 04/01/2030 358.00 06/01/2000 90.0 12.250 712.05 803375716 71,100.00 71,100.00 0.00 05/01/2000 04/01/2015 178.00 06/01/2000 90.0 13.150 794.85 803375823 148,500.00 148,500.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 75.0 13.075 1,651.42 803375872 74,000.00 73,893.41 0.00 05/27/2000 04/27/2030 358.85 06/27/2000 85.0 12.850 809.92 803376086 12,279.00 12,279.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 84.5 14.700 169.34 803376268 33,600.00 33,600.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 80.0 13.250 430.66 803376870 27,625.00 27,625.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 85.0 13.350 313.16 803377019 67,000.00 67,000.00 0.00 05/28/2000 04/28/2015 178.88 06/28/2000 83.7 12.000 689.17 803377373 26,000.00 26,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 65.0 12.750 282.54 803377720 76,500.00 76,347.84 0.00 05/10/2000 04/10/2015 178.29 06/10/2000 90.0 11.000 728.53 803378496 20,500.00 20,500.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 89.9 12.750 222.77 803378512 67,000.00 67,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 90.0 13.400 762.16 803378793 78,200.00 78,200.00 0.00 05/04/2000 04/04/2015 178.09 05/04/2000 85.0 11.750 789.36 803379015 42,500.00 42,462.09 0.00 05/12/2000 04/12/2030 358.36 06/12/2000 85.0 12.500 453.58 803379098 100,300.00 100,300.00 0.00 05/07/2000 04/07/2030 358.19 05/07/2000 85.0 12.500 1,070.46 803379189 46,750.00 46,750.00 0.00 05/10/2000 04/10/2015 178.29 06/10/2000 85.0 12.850 511.67 803379510 46,800.00 46,800.00 0.00 05/25/2000 04/25/2015 178.78 05/25/2000 65.0 12.750 508.57 803379643 151,200.00 150,860.81 0.00 05/10/2000 04/10/2015 178.29 06/10/2000 80.0 10.500 1,383.09 803380583 25,000.00 24,879.86 0.00 05/21/2000 04/21/2020 238.65 06/21/2000 55.5 10.500 249.59 803380666 50,153.00 50,153.00 0.00 05/17/2000 04/17/2030 358.52 05/17/2000 75.9 11.625 501.45 803380831 31,155.00 31,155.00 0.00 05/26/2000 04/26/2015 178.82 05/26/2000 75.9 12.725 337.95 803380906 26,000.00 26,000.00 0.00 06/19/2000 05/19/2025 299.57 06/19/2000 70.2 12.375 281.07 803381466 65,250.00 65,250.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 75.0 14.990 824.53 803381508 31,500.00 31,486.45 0.00 05/12/2000 04/12/2030 358.36 07/12/2000 90.0 12.750 342.31 803381532 223,200.00 222,629.03 0.00 05/18/2000 04/18/2030 358.55 06/18/2000 80.0 13.350 2,530.24 803381599 37,000.00 36,946.47 0.00 05/24/2000 04/24/2020 238.75 06/24/2000 74.0 12.500 420.37 803381979 61,650.00 61,352.57 0.00 05/12/2000 04/12/2025 298.36 06/12/2000 90.0 11.250 615.41 803382100 40,800.00 40,800.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 84.5 13.600 470.54 803382340 50,200.00 50,200.00 0.00 06/08/2000 05/08/2020 239.21 06/08/2000 61.3 14.500 642.56 803382381 40,000.00 40,000.00 0.00 06/02/2000 05/02/2030 359.01 06/02/2000 78.4 13.500 458.16 803382423 60,000.00 60,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 55.5 10.500 663.24 803382472 32,800.00 32,800.00 0.00 05/21/2000 04/21/2015 178.65 05/21/2000 80.0 13.750 431.32 803382779 60,000.00 59,996.64 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 80.0 12.500 640.35 803383298 44,100.00 44,090.64 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 90.0 10.750 411.67 803384213 21,800.00 21,800.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 84.2 14.350 276.65 803384395 29,100.00 29,100.00 0.00 05/12/2000 04/12/2020 238.36 06/12/2000 58.2 11.250 305.33 803384593 134,400.00 134,202.73 0.00 05/05/2000 04/05/2030 358.13 06/05/2000 80.0 13.500 1,539.43 803384940 43,200.00 42,141.87 0.00 05/05/2000 04/05/2020 238.13 08/05/2000 80.0 10.350 426.96 803385368 25,600.00 25,600.00 0.00 06/04/2000 05/04/2015 179.08 06/04/2000 80.0 13.900 339.21 803385491 63,750.00 63,750.00 0.00 06/08/2000 05/08/2015 179.21 06/08/2000 85.0 12.000 655.74 803385574 81,515.00 81,515.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 85.0 11.500 807.24 803385970 22,649.00 22,649.00 0.00 05/24/2000 04/24/2015 178.75 05/24/2000 90.0 12.650 244.37 803386168 24,000.00 23,916.69 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 58.5 11.750 284.19 803386325 46,400.00 46,400.00 0.00 06/18/2000 05/18/2025 299.54 06/18/2000 80.0 13.500 540.86 803386440 30,750.00 30,750.00 0.00 05/21/2000 04/21/2030 358.65 06/21/2000 75.0 12.500 328.18 803386929 30,430.00 30,386.32 0.00 05/27/2000 04/27/2015 178.85 06/27/2000 85.0 12.750 330.68 803387653 76,000.00 76,000.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 76.0 13.450 867.52 803388511 45,900.00 45,900.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 85.0 13.100 511.34 803389550 17,250.00 17,197.97 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 75.0 13.250 221.10 803389824 102,400.00 102,247.95 0.00 05/14/2000 04/14/2015 178.42 06/14/2000 80.0 13.850 1,201.16 803390004 19,000.00 18,870.53 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 76.0 12.600 235.42 803390418 44,200.00 44,200.00 0.00 05/14/2000 04/14/2030 358.42 05/14/2000 65.0 13.750 514.98 803390475 60,000.00 60,000.00 0.00 06/05/2000 05/05/2015 179.11 06/05/2000 74.2 13.150 670.76 803390574 156,000.00 156,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 63.2 11.990 1,603.43 803390822 29,750.00 29,661.86 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 85.0 10.750 333.48 803391234 30,400.00 30,400.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 80.0 14.150 381.35 803391713 39,000.00 38,971.91 0.00 05/24/2000 04/24/2025 298.75 07/24/2000 78.0 13.750 462.02 803391929 56,525.00 56,525.00 0.00 05/28/2000 04/28/2015 178.88 05/28/2000 85.0 13.600 651.89 803392109 200,000.00 200,000.00 0.00 05/20/2000 04/20/2015 178.62 05/20/2000 62.7 12.990 2,210.84 803392422 83,200.00 83,157.73 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 80.0 10.625 768.85 803392695 19,000.00 18,947.46 0.00 05/12/2000 04/12/2030 358.36 06/12/2000 63.3 12.400 201.31
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803393156 DOBBS FLOR MARTINA 3904 EAST XYLER STREET NO TULSA OK 74115 247-01 901 803393263 GARDENIER EDWARD SR 87 BROADWAY RENSSELAER NY 12144 247-01 901 803393545 MYERS WILLIAM T 271 KING STREET BRISTOL CT 06010 247-01 901 803393917 DODSON THOMAS E 19190 SOUTHWEST 42ND LANE DUNNELLON FL 34432 247-01 901 803394030 COLE ERWIN 407 SOUTH EAGLE STREET MARSHALL MI 49068 247-01 901 803394402 MULLIN MARCIA L 19406 WEST LANCASTER ROAD LANCASTER CA 93536 247-01 901 803394469 DAVIS PIERRE L 435 REDWOOD AVENUE MILPITAS CA 95035 247-01 901 803394675 MILLAN CYNTHIA A 22 WEST NOBLE STREET NANTICOKE PA 18634 247-01 901 803394733 COLE TALMADGE III 9600 BALFOUR DETROIT MI 48224 247-01 902 803395318 LAING JOHN G C JR 32 MELBOURNE STREET DORCHESTER MA 02122 247-01 901 803395581 JENDRZEJEWSK DANA 64 ASTOR AVENUE SAINT JAMES NY 11780 247-01 901 803396134 PENN EVELYN 633 HUNTER CREEK DRIVE GRAND JUNCTION CO 81505 247-01 901 803396365 SPURLOCK DOUGLAS V 200 W WATER ST NEW LEXINGTON OH 43764 247-01 901 803396373 MAKI MARK W 99 JONES AVENUE BUHL MN 55713 247-01 901 803396597 BURNS WILLIAM F JR 210 HUGULEY RD VALLEY AL 36854 247-01 901 803396753 MORRIS SHARON A F 1350 NOBLE STREET TOLEDO OH 43608 247-01 901 803396761 WAGNER MARK RANDALL 28984 STARKEY ROAD ALBANY LA 70711 247-01 901 803397322 DOOLEY CALLIE C 3350 BUFFALO RUN THAXTON VA 24174 247-01 901 803397389 BOBENG JENNIFER R 573 S STATE HWY 138 CRESTLINE CA 92325 247-01 901 803397496 HAGAMAN VICKIE 4207 E GLENWOOD AVE DECATUR IL 62526 247-01 901 803397579 CAFFEY NICK 21078 SYLVAN CHANDLER TX 75758 247-01 901 803397652 PAZ CARLOS ALBERTO 623 SUSAN DRIVE LAKELAND FL 33803 247-01 901 803397983 JIMENEZ RAFAEL 393 PLAINFIELD STREET PROVIDENCE RI 02905 247-01 901 803398031 BARBOSA PETER R 7-9 SECKEL STREET CAMBRIDGE MA 02141 247-01 901 803398163 CHREBET EDWARD J 450 HILLSBOROUGH ROAD BELLE MEADE NJ 08502 247-01 901 803398213 WRIGHT JAMES JR 10103 OLD SPANISH TRAIL POLK CITY FL 33868 247-01 901 803399054 HUDSON BERNICE 315 WEST PALMETTO STREET ARCADIA FL 34266 247-01 901 803399146 SPRAGGINS WILLIAM A 708 FLORAL STREET TALLAHASSEE FL 32310 247-01 901 803399369 AMAR RAZIEL 1365 41ST STREET BROOKLYN NY 11218 247-01 901 803399468 SOLOMON MELVIN C 5716 THOMPSON ROAD CHARLOTTE NC 28216 247-01 901 803399518 MARTINEZ ROBERTO JR 1124 WILT ST FORT WAYNE IN 46802 247-01 901 803399690 WALDROP NANCY L 6124 TRENT STREET PENSACOLA FL 32503 247-01 901 803399823 MOORE BYRON K 4588 W MOUNT ZION ROAD SALEM IN 47167 247-01 901 803400092 FRANCO JUAN CARLOS 11310 EAST 34TH STREET SO TULSA OK 74146 247-01 901 803400258 NICHOLSON JOHN 30 HAY ROAD SHIRLEY NY 11967 247-01 901 803400449 PURDY MARK 237 LACKAWANNA AVE PITTSTON PA 18641 247-01 901 803401058 COX PRISCILLA 199 PROVIDENCE ROAD CHANCELLOR AL 36316 247-01 901 803401231 HUNTER SETH E 458 B WHITFIELD ROAD JEFFERSON GA 30549 247-01 901 803401488 DAVIS SANDRA LANGSTON 301 FRANCIS AVENUE GREENVILLE SC 29611 247-01 901 803401769 KELLNER JOHN CHARLES 8521 KIMBRO AVE NORTH GRANT MN 55082 247-01 901 803401959 HINTON LETTIE A 61 PARK HILL COURT STATEN ISLAND NY 10304 247-01 901 803402155 MURRAY BERDIA BRUNETTER 3821 CATHERINE STREET SHREVEPORT LA 71109 247-01 901 803402197 BALL WALTER D 2876 HARVEY AVE SE HOWLAND TOWNSHIP OH 44484 247-01 901 803402361 EAKIN MARK 605 6TH STREET MONTGOMERY AL 36110 247-01 901 803402379 BAKLEY TODD HARRELL 5328 POPPY DRIVE JACKSONVILLE FL 32205 247-01 901 803402536 HOLMES MARQURITA 1617 AVENUE SOUTH BIRMINGHAM AL 35208 247-01 901 803402650 JONES WAVERLY R 1523 RINGO STREET LITTLE ROCK AR 72202 247-01 901 803402973 WHEEDLETON JOHN R JR 5946 ALLEN ROAD RHODESDALE MD 21659 247-01 901 803403195 KANE PATRICK 123 SYCAMORE AVENUE EVESHAM TWNSHP NJ 08053 247-01 901 803403377 HODGES JIMMY NELSON 30525 SOUTHWEST 193RD COUR HOMESTEAD FL 33030 247-01 901 803404177 MARTIN ALEXANDER 123 WHIPPLE STREET WORCESTER MA 01610 247-01 901 803404185 COLE SHIRLEY JEAN 333 THIRD STREET PITCAIRN PA 15140 247-01 901 803404334 ROPER LEROY 119 BROILER ROAD MOORESBORO NC 28114 247-01 901 803404755 HARRIS TONYA T 3940 MCCREE ST LOUIS MO 63110 247-01 901 803405406 GANG LEONARD A 44 BURLINGTON BLVD SMITHTOWN NY 11787 247-01 901 803405703 NOBLE FRANK L 1607 D MAIDEN LANE WENATCHEE WA 98801 247-01 901 803405844 RYLAND ERIC 3552 CLAY STREET DENVER CO 80211 247-01 901 803406727 FISK ALTON L 4402 CIRCLE DR FLINT MI 48507 247-01 901 803407709 RANSOME MICHAEL A 419 DERBY LANE TAPPAHANNOCK VA 22560 247-01 901 803407980 DALLAS ANTHONY 1024 ROYAL STREET FLORENCE SC 29501 247-01 901 803408228 GREEN DERRICK M SR 6001 SHERRILL RD BALTIMORE MD 21228 247-01 901 803408475 BACON GRANT FREDERICKA 6224 WASHINGTON AVENUE PHILADELPHIA PA 19143 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803393156 28,000.00 28,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 80.0 13.250 333.04 803393263 39,000.00 39,000.00 0.00 06/08/2000 05/08/2015 179.21 06/08/2000 45.8 12.100 470.58 803393545 102,600.00 102,577.32 0.00 04/01/2000 03/01/2015 177.00 06/01/2000 90.0 13.150 1,147.00 803393917 47,700.00 47,700.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 90.0 12.375 504.46 803394030 37,700.00 37,615.93 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 65.0 11.500 440.41 803394402 133,200.00 133,200.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.0 10.875 1,255.93 803394469 122,000.00 122,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 69.4 12.150 1,356.10 803394675 68,940.00 68,940.00 0.00 06/06/2000 05/06/2030 359.15 06/06/2000 90.0 12.000 709.13 803394733 45,500.00 45,500.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 65.0 14.900 571.69 803395318 210,000.00 210,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 70.0 10.800 2,139.09 803395581 68,000.00 67,833.74 0.00 06/02/2000 05/02/2015 179.01 07/02/2000 65.1 12.150 822.69 803396134 25,494.00 25,494.00 0.00 05/24/2000 04/24/2015 178.75 05/24/2000 84.9 13.350 328.45 803396365 97,500.00 97,453.78 0.00 05/28/2000 04/28/2030 358.88 07/28/2000 75.0 12.375 1,031.13 803396373 51,850.00 51,850.00 0.00 05/17/2000 04/17/2030 358.52 06/17/2000 85.0 11.750 523.38 803396597 35,000.00 35,000.00 0.00 06/26/2000 05/26/2015 179.80 06/26/2000 58.3 12.500 431.38 803396753 26,000.00 26,000.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 65.0 13.500 297.81 803396761 24,650.00 24,650.00 0.00 05/25/2000 04/25/2015 178.78 05/25/2000 85.0 11.500 244.11 803397322 46,000.00 46,000.00 0.00 06/17/2000 05/17/2020 239.51 06/17/2000 88.4 11.000 474.81 803397389 30,000.00 30,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 78.8 13.000 351.47 803397496 23,200.00 23,032.79 0.00 05/20/2000 04/20/2015 178.62 07/20/2000 80.0 11.500 229.75 803397579 28,050.00 27,994.61 0.00 06/01/2000 05/01/2020 239.00 08/01/2000 85.0 12.000 308.85 803397652 27,800.00 27,800.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 89.1 11.375 322.55 803397983 85,000.00 85,000.00 0.00 06/05/2000 05/05/2030 359.11 06/05/2000 85.0 12.250 890.71 803398031 80,000.00 80,000.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 59.3 12.200 835.23 803398163 100,000.00 99,954.11 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 79.2 12.825 1,092.54 803398213 25,500.00 25,500.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 75.0 14.600 349.93 803399054 18,200.00 18,200.00 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 53.5 13.250 233.28 803399146 34,825.00 34,825.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.9 13.750 405.75 803399369 247,500.00 246,223.21 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 79.8 9.725 2,121.86 803399468 35,250.00 35,250.00 0.00 06/15/2000 05/15/2025 299.44 06/15/2000 75.0 15.100 454.23 803399518 40,800.00 40,800.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 80.0 14.800 509.38 803399690 24,500.00 24,431.31 0.00 06/01/2000 05/01/2020 239.00 07/01/2000 68.0 9.875 234.40 803399823 73,800.00 73,533.84 0.00 06/10/2000 05/10/2015 179.28 07/10/2000 90.0 11.400 725.21 803400092 55,200.00 55,200.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 80.0 13.500 632.27 803400258 145,000.00 145,000.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 64.4 12.240 1,518.33 803400449 87,300.00 87,300.00 0.00 05/28/2000 04/28/2030 358.88 05/28/2000 90.0 11.750 881.21 803401058 22,950.00 22,819.29 0.00 05/12/2000 04/12/2015 178.36 06/12/2000 90.0 11.500 268.10 803401231 36,000.00 36,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 65.4 13.850 422.28 803401488 39,650.00 39,650.00 0.00 05/18/2000 04/18/2015 178.55 05/18/2000 65.0 14.000 469.80 803401769 59,300.00 59,300.00 0.00 06/12/2000 05/12/2020 239.34 06/12/2000 65.5 12.350 667.47 803401959 80,000.00 79,933.51 0.00 05/17/2000 04/17/2015 178.52 06/17/2000 55.1 9.990 701.47 803402155 24,500.00 24,457.01 0.00 05/21/2000 04/21/2030 358.65 06/21/2000 70.0 12.500 261.48 803402197 46,400.00 46,383.38 0.00 06/02/2000 05/02/2030 359.01 08/02/2000 80.0 13.500 531.47 803402361 25,000.00 24,871.23 0.00 05/26/2000 04/26/2020 238.82 06/26/2000 52.0 12.500 284.04 803402379 49,700.00 49,700.00 0.00 05/26/2000 04/26/2030 358.82 06/26/2000 80.1 13.750 579.06 803402536 25,500.00 25,500.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 85.0 12.500 272.15 803402650 53,975.00 53,975.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 85.0 12.000 555.19 803402973 68,000.00 68,000.00 0.00 05/17/2000 04/17/2030 358.52 06/17/2000 48.5 11.750 686.40 803403195 45,917.00 45,917.00 0.00 06/09/2000 05/09/2020 239.24 06/09/2000 80.0 14.990 604.30 803403377 28,000.00 28,000.00 0.00 06/23/2000 05/23/2015 179.70 06/23/2000 41.2 12.000 288.01 803404177 36,200.00 36,200.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 70.9 10.625 402.96 803404185 30,000.00 29,940.63 0.00 05/18/2000 04/18/2020 238.55 06/18/2000 63.1 10.000 289.51 803404334 25,500.00 25,478.28 0.00 06/01/2000 05/01/2020 239.00 07/01/2000 75.0 14.850 332.96 803404755 35,700.00 35,700.00 0.00 05/27/2000 04/27/2030 358.85 05/27/2000 59.5 13.000 394.91 803405406 42,800.00 42,523.97 0.00 06/16/2000 05/16/2020 239.47 07/16/2000 79.8 13.250 509.08 803405703 81,000.00 81,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 84.4 11.000 771.38 803405844 40,000.00 40,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 71.7 10.750 448.38 803406727 22,100.00 22,056.42 0.00 05/17/2000 04/17/2030 358.52 06/17/2000 52.6 10.750 206.30 803407709 89,100.00 89,100.00 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 90.0 11.500 882.35 803407980 23,200.00 23,200.00 0.00 06/19/2000 05/19/2030 359.57 06/19/2000 80.0 14.000 274.89 803408228 109,650.00 109,098.62 0.00 05/01/2000 04/01/2015 178.00 07/01/2000 85.0 12.900 1,204.38 803408475 42,250.00 42,250.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 65.0 14.290 510.33
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803408525 DANVER DEANNA M 940 KENT STREET EAST LIVERPOOL OH 43920 247-01 901 803408566 JOHNSON DOROTHY M 102 BLUE RIDGE STREET LYNCHBURG VA 24501 247-01 901 803408749 BATES HAROLD T 26328 ORANGE CIRCLE PAISLEY FL 32767 247-01 901 803409457 JOHNSON DWAYNE 16801 EAST 15TH AVENUE E SPANAWAY WA 98387 247-01 901 803409937 COLLARD BRYAN 5075 DESPAIN ROAD DEPAUW IN 47115 247-01 901 803410513 STEWART MARY 13613-15 MILAN AVENUE EAST CLEVELAND OH 44112 247-01 901 803410687 BUSZKA FLORIAN 9272 E COUNTY LINE LIBERTY TWP MI 49633 247-01 901 803410703 ROUSE ROBERT B 1211 VIVAN DR CARMEL IN 46032 247-01 901 803410786 JOHNSON JERRY 3509 UTAH AVE ST LOUIS MO 63118 247-01 901 803410919 MARSHALL BRENDA MADISON 6414 N 49TH STREET TAMPA FL 33610 247-01 901 803410927 BRENDELSON BARBARA 7496 W DAKOTA DRIVE WESTFIELD WI 53964 247-01 901 803410984 SUTHERLAND PAULINE 780 S CATALPA WHITE CLOUD MI 49349 247-01 901 803411164 NELSON JAMES M 250 1585 ROAD DELTA CO 81416 247-01 901 803411644 WATERMAN WARREN JR 541 EAST SILVER STREET SULLIVAN IN 47882 247-01 901 803411768 DELGADO SAUL ESCAMILLA 819 ARROWHEAD COURT GRANBURY TX 76048 247-01 901 803411776 KINKADE GAY D 1307 INVERNESS DRIVE LAFAYETTE CO 80026 247-01 901 803411917 HICKS HARRY 3326 CEDAR DRIVE GRANBURY TX 76048 247-01 901 803412162 HOCKING STEVEN G 18820 DORIS LIVONIA MI 48152 247-01 901 803412550 BOWERS DOUGLAS S 17842 WEXFORD DETROIT MI 48212 247-01 901 803412675 GLENN CHRISTOPHE H 502 WASHINGTON AVENUE JERSEY SHORE PA 17740 247-01 901 803412691 LUCAS JAMES 21900 KENOSHA OAK PARK MI 48237 247-01 901 803413285 BARRETT CHIRESE 19990 ILENE DETROIT MI 48221 247-01 901 803413665 WYATT DAVID 3788 RANDOLPH ROAD RANDOLPH TOWNSHIP OH 44260 247-01 901 803413806 LASK EUGENE E 218 N RIVER RD YPSILANTI MI 48198 247-01 901 803414051 ROHRS JOHN SR 11403 OAK GROVE ROAD GRAND HAVEN MI 49417 247-01 901 803414713 BROWN PRISCILLA 276 WEAVER AVENUE MEMPHIS TN 38106 247-01 901 803414846 BURGESS ARTHUR 275 MASSACHUSSETTS AVE BUFFALO NY 14201 247-01 901 803414986 TURKALL KEVIN S 942 VINDELL AVENUE NW MASSILLON OH 44647 247-01 901 803415033 CULLISON H PAUL 3085 WEST EDGEMORE DRIVE ENGLEWOOD CO 80110 247-01 901 803416049 WEBSTER STEVEN G 4612 OAK ORCHARD RD ALBION NY 14411 247-01 901 803416262 BOLLINGER LAURA D HWY 9 & GRASSY KNOB ROAD MILL SPRING NC 28756 247-01 901 803416353 PEDONE JAMES 30 CORNELL STREET AMSTERDAM NY 12010 247-01 901 803416718 DECKER DELORES E 1705 BELMONT AVENUE MULBERRY FL 33860 247-01 901 803416726 KERKHOFF LARRY P 603 W BEACON AVE NEW LONDON WI 54961 247-01 901 803416874 PORRAS GLORIA M 1070 NORTH HICKS AVENUE LOS ANGELES CA 90063 247-01 901 803417237 ROBERTS CALVIN J 151 REHWINKEL ROAD CRAWFORDVILLE FL 32327 247-01 901 803417351 PURCELL KAREN G 8293 NUMBER FIVE ROAD EAST POMPEY NY 13063 247-01 901 803417476 MAJOR TAMELA J 402 HARRIS DRIVE WATERTOWN NY 13601 247-01 901 803417765 WEBER CHRISTINE A 152 19 1/2 AVE N ST CLOUD MN 56303 247-01 901 803417922 BATES REATHA 2719 KING COLE DRIVE JACKSONVILLE FL 32209 247-01 901 803418029 LIPSCOMB LOIS A 1947 YACHT HARBOR COURT INDIANAPOLIS IN 46260 247-01 901 803418037 LUND JOYCE ANN 106 KINCHEON STREET MILTON FL 32570 247-01 901 803418110 DALLAS BERNARD 1501 13TH AVENUE SOUTH SAINT PETERSBURG FL 33701 247-01 901 803418631 BROWN CHRISTOPHE L 4710 KEENE ROAD PLANT CITY FL 33565 247-01 901 803418680 SHULER JOE LEE 111 COUNTYLINE STREET UNION MS 39365 247-01 901 803418706 GOSS CHARLES DERRELL 108 CHESTNUT UNION MS 39365 247-01 901 803418813 TITUS RAY 208 W MAIN STREET LOGANSPORT IN 46947 247-01 901 803419050 CALDELAS JUAN 465 ALBIN COURT RIDGEWOOD NJ 07450 247-01 901 803419589 BUCARIA CARL 129 AUBORN AVENUE SHIRLEY NY 11967 247-01 901 803419753 MCCLEARY-HAR SHARON A 2593 E TUPELO STREET ATLANTA GA 30317 247-01 901 803420256 HORN DEBORAH 7037 LISBON DETROIT MI 48209 247-01 901 803420538 WYATT VERNON M 2282 ROBIN HOOD DRIVE DANVILLE VA 24540 247-01 901 803420835 CORBETT ANNE M 71 PRENTICE STREET PLAINVILLE CT 06062 247-01 901 803421171 REED CAROL 18 HARRISON STREET MIDDLETOWN NY 10940 247-01 901 803421197 TOMBLIN STANLEY N 271 BOX LICK CREEK ROAD DANVILLE WV 25803 247-01 901 803421700 MCCOOK JAMES C JR 1024 NORMANDY RD MACON GA 31210 247-01 901 803421759 MOE CHARLES A 116 SALINA STREET LAFAYETTE CO 80026 247-01 901 803421791 SANDERS ROBERT 26 ARBOR RIDGE LANE SOUTH SETAUKET NY 11720 247-01 901 803422138 MICKENS TRESSIE 3352 WINTON AVENUE INDIANAPOLIS IN 46224 247-01 901 803422260 ZANDER BARRY P 3503 LIBBY LOOP TAMPA FL 33619 247-01 901 803422278 HYUN MIN JA 29 POPLAR PLACE PORT WASHINGTON NY 11050 247-01 901 803422591 HOUSTON JAMES W 2509 TEMPEST DRIVE BIRMINGHAM AL 35211 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803408525 19,500.00 19,500.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 75.0 10.625 217.07 803408566 49,600.00 49,401.73 0.00 06/02/2000 05/02/2030 359.01 07/02/2000 80.0 13.250 558.38 803408749 35,000.00 35,000.00 0.00 06/10/2000 05/10/2020 239.28 06/10/2000 63.6 11.000 361.27 803409457 21,000.00 21,000.00 0.00 07/01/2000 06/01/2010 120.00 07/01/2000 87.8 11.750 298.26 803409937 38,250.00 38,124.87 0.00 06/03/2000 05/03/2015 179.05 07/03/2000 85.0 13.250 430.61 803410513 44,200.00 44,200.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 65.0 13.900 520.22 803410687 38,000.00 38,000.00 0.00 06/22/2000 05/22/2025 299.67 06/22/2000 74.5 12.125 403.74 803410703 66,300.00 66,300.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 65.0 13.500 759.41 803410786 80,750.00 80,750.00 0.00 06/15/2000 05/15/2030 359.44 06/15/2000 85.0 13.350 915.40 803410919 39,000.00 39,000.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 65.0 11.000 371.41 803410927 65,000.00 65,000.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 76.4 11.500 643.69 803410984 26,950.00 26,950.00 0.00 06/08/2000 05/08/2025 299.21 06/08/2000 70.0 16.150 369.40 803411164 34,500.00 34,500.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 84.8 11.000 356.10 803411644 48,450.00 48,450.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 85.0 11.500 479.80 803411768 26,400.00 26,400.00 0.00 07/01/2000 06/01/2010 120.00 07/01/2000 80.0 12.250 382.59 803411776 63,558.00 63,558.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 87.9 12.250 710.94 803411917 31,500.00 31,500.00 0.00 07/01/2000 06/01/2025 300.00 07/01/2000 70.0 11.750 325.96 803412162 172,000.00 172,000.00 0.00 06/16/2000 05/16/2030 359.47 06/16/2000 80.0 13.350 1,949.83 803412550 28,500.00 28,500.00 0.00 05/24/2000 04/24/2030 358.75 05/24/2000 75.0 12.000 293.15 803412675 62,400.00 62,313.97 0.00 05/19/2000 04/19/2030 358.59 06/19/2000 80.0 9.900 543.00 803412691 82,550.00 82,550.00 0.00 06/05/2000 05/05/2030 359.11 06/05/2000 65.0 13.750 961.80 803413285 32,400.00 32,400.00 0.00 05/24/2000 04/24/2030 358.75 05/24/2000 49.0 11.125 311.62 803413665 50,050.00 50,013.56 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 65.0 13.500 573.28 803413806 54,000.00 53,891.96 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 60.0 11.250 524.48 803414051 59,348.00 59,348.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 84.9 12.250 621.91 803414713 26,650.00 26,650.00 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 65.0 13.750 310.50 803414846 41,250.00 41,250.00 0.00 05/18/2000 04/18/2030 358.55 05/18/2000 75.0 11.250 400.65 803414986 64,000.00 64,000.00 0.00 05/26/2000 04/26/2020 238.82 05/26/2000 66.6 8.800 567.62 803415033 57,000.00 57,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 79.0 13.750 664.11 803416049 67,500.00 67,322.73 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 90.0 11.000 767.20 803416262 33,000.00 33,000.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 68.7 12.000 396.06 803416353 52,700.00 52,700.00 0.00 06/23/2000 05/23/2030 359.70 06/23/2000 85.0 12.500 562.44 803416718 25,200.00 24,695.82 0.00 05/28/2000 04/28/2010 118.88 07/28/2000 60.0 11.625 356.11 803416726 51,000.00 51,000.00 0.00 06/22/2000 05/22/2010 119.67 06/22/2000 89.9 11.500 717.04 803416874 29,809.00 29,809.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 85.0 12.000 328.22 803417237 72,000.00 72,000.00 0.00 06/12/2000 05/12/2030 359.34 06/12/2000 90.0 12.750 782.42 803417351 23,250.00 23,250.00 0.00 06/05/2000 05/05/2020 239.11 06/05/2000 90.0 14.100 290.81 803417476 96,000.00 96,000.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 80.0 14.990 1,213.10 803417765 15,000.00 15,000.00 0.00 06/15/2000 05/15/2010 119.44 06/15/2000 74.0 13.500 228.41 803417922 25,000.00 24,972.31 0.00 05/28/2000 04/28/2030 358.88 06/28/2000 40.6 9.900 217.55 803418029 30,900.00 30,886.83 0.00 06/03/2000 05/03/2015 179.05 08/03/2000 84.8 12.750 335.79 803418037 15,000.00 15,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 18.2 11.750 177.62 803418110 44,000.00 44,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 73.3 10.900 415.70 803418631 22,000.00 22,000.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 60.0 10.875 248.33 803418680 28,000.00 27,827.08 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 80.0 13.250 315.22 803418706 56,100.00 56,100.00 0.00 06/03/2000 05/03/2030 359.05 06/03/2000 85.0 13.350 635.96 803418813 27,000.00 27,000.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 75.0 11.500 267.38 803419050 216,000.00 215,918.47 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 74.8 12.990 2,387.70 803419589 101,450.00 101,339.94 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 85.9 11.000 966.13 803419753 94,000.00 94,000.00 0.00 06/17/2000 05/17/2030 359.51 06/17/2000 69.6 13.150 1,050.86 803420256 38,250.00 38,250.00 0.00 05/26/2000 04/26/2030 358.82 06/26/2000 85.0 13.350 433.61 803420538 55,600.00 55,319.24 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 80.0 14.350 674.23 803420835 75,000.00 74,605.59 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 62.5 9.875 800.23 803421171 89,250.00 89,250.00 0.00 06/02/2000 05/02/2015 179.01 06/02/2000 85.0 13.100 994.26 803421197 59,500.00 59,500.00 0.00 05/25/2000 04/25/2015 178.78 05/25/2000 85.0 12.850 746.96 803421700 77,850.00 77,850.00 0.00 05/21/2000 04/21/2030 358.65 05/21/2000 90.0 12.500 830.86 803421759 50,000.00 50,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 69.4 10.250 490.82 803421791 50,000.00 50,000.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 83.6 11.750 592.07 803422138 72,675.00 72,649.22 0.00 05/28/2000 04/28/2030 358.88 07/28/2000 85.0 13.600 838.15 803422260 39,200.00 38,677.41 0.00 05/28/2000 04/28/2030 358.88 07/28/2000 80.0 13.500 449.00 803422278 189,305.00 189,305.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 85.0 12.250 2,302.51 803422591 48,000.00 48,000.00 0.00 05/26/2000 04/26/2030 358.82 05/26/2000 80.0 12.600 516.01
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803423318 FRAZIER RAY 7002 PARIS ROAD BALTIMORE MD 21207 247-01 901 803423649 HYMES MONTRELL LEON 3439 CLARA STREET NEW ORLEANS LA 70115 247-01 901 803424068 BOATMON CHRISTOPHE 5970 PROCTOR DETROIT MI 48224 247-01 901 803424332 BOYLES ROBERT R 1702 CHINABERRY GREENWOOD AR 72936 247-01 901 803424605 BONILLA CARLOS 1057 SCHWERIN STREET DALY CITY CA 94014 247-01 901 803424696 TOWNSEND ARTHUR M 9109 N 54TH PLACE PARADISE VALLEY AZ 85253 247-01 901 803424886 PROPES GEORGE 626 BARRETT COURT SCRANTON PA 18509 247-01 901 803425008 GARRISON ANTHONY J 100 REBECCA DRIVE YORK HAVEN PA 17370 247-01 901 803425339 SEVERINO LEIF J 2516 KINGSLAND AVENUE BRONX NY 10469 247-01 901 803426253 WALKER CHARLES JR 6901 23RD STREET SOUTH SAINT PETERSBURG FL 33712 247-01 901 803426501 SHEPARD KEITH 6410 MILLWOOD RD CUMMING GA 30041 247-01 901 803426733 HOWARD ELLA WEST 420 QUINCY STREET LAKELAND FL 33815 247-01 901 803427293 PARKER BILLY R 514 PITT STREET PARIS TN 38242 247-01 901 803427491 PERRY KARI LEE 1810 E BASELINE MT PLEASANT MI 48858 247-01 901 803427798 ACRE JAMES R 825 W WASHINGTON AVE EL CAJON CA 92020 247-01 901 803428671 POLLMAN JUDITH 231 THIRD STREET PORT CARBON PA 17965 247-01 901 803428838 LAWSON CHRISTOPHE M 3318 PEPPERWOOD LANE FORT COLLINS CO 80525 247-01 901 803429158 MORALES RAYE 6405 FALLING TREE LANE ALTA LOMA CA 91701 247-01 901 803429596 COSBEY THOMAS W 3733 DUTCHMAN DRIVE LYSANDER NY 13027 247-01 901 803430115 MORTON DELIA A 23297 WESTERN COURT AUBURN CA 95602 247-01 901 803430602 MARSHALL MARTHA J 626 BARBER ANN ARBOR MI 48103 247-01 901 803430867 DOLL DALE A 899 EDGEMONT AVENUE PALMERTON PA 18071 247-01 901 803430941 FRANCIS LONY T 1045 MILLER AVE COLUMBUS OH 43206 247-01 901 803431063 BOOTH JOE STANLEY 1107 JOHN STREET PRENITSS MS 39474 247-01 901 803431105 STENBERG RICHARD C 59 SMITH STREET SAYVILLE NY 11782 247-01 901 803431154 WILSON DONALD G 3631 OAKWOOD CIRCLE LINCOLNTON NC 28080 247-01 901 803431295 FITCH DELORES A 1009 DOVER AVENUE AKRON OH 44320 247-01 901 803431725 OVERSTREET FOREST KAYE 137 WEDDLE STREET HILLSVILLE VA 24238 247-01 901 803432061 THOMAS RICKY 202 CLEAR CREEK LANE MOORESVILLE NC 28115 247-01 901 803432137 MAGWOOD SANDRA 2107 WEST STATE STREET TAMPA FL 33606 247-01 901 803432335 SQUIRES EARL R 11471 DARK STAR WAY PARKER CO 80138 247-01 901 803432616 TANNER JAMES R 16407 FERNWAY RD SHAKER HTS OH 44120 247-01 901 803432681 ENRIQUEZ ANASTACIO 516 PAPAGO GILA BEND AZ 86337 247-01 901 803432806 MOORE ROSE ANN 666 BOX 14TH & WILLIAMSON FAIRFAX SC 29827 247-01 901 803432962 LANCELOTTA JOHN M 11224 LIBERTY RD OWINGS MILLS MD 21117 247-01 901 803433002 HANSELMAN SUE ANN 503 SOUTH OHIO STREET CULVER IN 46511 247-01 901 803433127 HARPER VIRGINIA LOUISE 5134 VICKIE DRIVE MEMPHIS TN 38109 247-01 901 803433218 BOWDEN WORTH 300 NORTH BROADWAY PANAMA OK 74951 247-01 901 803433473 FREEMAN AMOS CARL 301 HURTS CHAPEL ROAD JACKSON TN 38301 247-01 901 803433754 MANLEY BRUCE P 4226 JOHNSON RD PINE TWP MI 49322 247-01 901 803434604 WHITE ANTHONY D 709 NORTH FEDERAL HIGHWAY LAKEWORTH FL 33460 247-01 901 803434760 REISLER ELEANOR 3340 CHURCHVILLE ROAD ABERDEEN MD 21001 247-01 901 803434919 RUPERT KAREN 923 POWELL STREET HENDERSON KY 42420 247-01 901 803435080 KAPLEWICZ CHRISTOPHE E 126 ROBERT DRIVE LANCASTER NY 14086 247-01 901 803435247 WAID MICHAEL ANDREW 17403 EAST MANSFIELD AVE AURORA CO 80013 247-01 901 803435767 HELLER DOROTHY 1187 GINGER RIDGE ROAD MANCHESTER OH 45144 247-01 901 803435858 BISORDI RICHARD 1 WINDRUSH BOULEVARD #32 INDIAN ROCKS BEACH FL 33785 247-01 901 803436039 FLORES BERNARDINO 1513 20TH STREET EUNICE NM 88231 247-01 901 803436203 CABRALES ERNESTO A 4607 NORTH 47TH DR PHOENIX AZ 85031 247-01 901 803436237 DELLIGATTI ANTONIO 130 COLONIAL AVENUE NORRISTOWN PA 19403 247-01 901 803436286 PETERS KATHLEEN M 32 EAST KIRMAR AVENUE NANTICOKE PA 18634 247-01 901 803436765 BROWN JUANITA 1716 HARTSHORN ROAD EAST CLEVELAND OH 44112 247-01 901 803437201 OWENS GERTIE 252 SUNNYBROOK WAY LELAND NC 28451 247-01 901 803437268 HART RON 510 HAMLIN FLOYD ROAD JEFFERSONVILLE GA 31044 247-01 901 803437292 CROWE KATHERINE A 7600 MOKENA COURT NEW PORT RICHEY FL 34654 247-01 901 803437532 STANLEY MARIE N 6784 SOUTHWEST 85TH PLACE OCALA FL 34476 247-01 901 803438035 WALTZ DONNA M 1641 PEBBLEBROOK LANE HARRISBURG PA 17110 247-01 901 803438100 ROBINSON BENJAMIN JR 3684 EDENVALE ROAD JOHNS ISLAND SC 29455 247-01 901 803438191 WILLIAMS RONALD 4818 W ALTGELD CHICAGO IL 60639 247-01 901 803438860 OWENS GEORGE T 2624 LASALLE STREET INDIANAPOLIS IN 46215 247-01 901 803439132 MANUEL NAZARIO 904 MUSCOVY CT SUISUN CITY CA 94585 247-01 901 803439520 MECHEM LAURA KAYE 9/16 ROUTE MOUNT NEBO ROAD GREAT CACAPON WV 25422 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803423318 29,000.00 28,408.82 0.00 05/01/2000 04/01/2020 238.00 08/01/2000 36.2 12.500 329.48 803423649 58,500.00 58,473.14 0.00 05/20/2000 04/20/2030 358.62 07/20/2000 75.0 12.500 624.35 803424068 48,800.00 48,800.00 0.00 05/28/2000 04/28/2030 358.88 05/28/2000 80.0 11.500 483.26 803424332 82,600.00 82,600.00 0.00 06/04/2000 05/04/2030 359.08 06/04/2000 70.0 13.150 923.42 803424605 110,000.00 110,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 78.5 10.750 1,116.75 803424696 140,000.00 140,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 65.8 12.000 1,440.06 803424886 60,720.00 60,697.04 0.00 05/21/2000 04/21/2015 178.65 06/21/2000 79.9 10.730 565.90 803425008 104,550.00 104,550.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 85.0 11.750 1,055.34 803425339 156,000.00 156,000.00 0.00 06/09/2000 05/09/2020 239.24 06/09/2000 73.5 9.300 1,433.81 803426253 79,120.00 79,120.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 80.0 12.650 853.63 803426501 56,250.00 56,250.00 0.00 06/05/2000 05/05/2030 359.11 06/05/2000 75.0 14.100 670.95 803426733 24,000.00 24,000.00 0.00 06/12/2000 05/12/2030 359.34 06/12/2000 53.3 11.000 228.56 803427293 24,050.00 24,050.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 65.0 13.500 275.47 803427491 89,550.00 89,550.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 90.0 12.950 987.10 803427798 54,000.00 54,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 76.3 14.000 671.50 803428671 56,000.00 56,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 80.0 11.150 539.66 803428838 39,700.00 39,700.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 89.9 12.250 482.87 803429158 30,000.00 30,000.00 0.00 06/08/2000 05/08/2020 239.21 06/08/2000 81.5 12.850 348.27 803429596 45,500.00 45,500.00 0.00 06/17/2000 05/17/2020 239.51 06/17/2000 84.2 13.100 536.32 803430115 35,000.00 35,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 79.7 12.350 393.95 803430602 53,250.00 53,250.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 85.0 12.500 568.31 803430867 67,072.00 67,072.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 85.9 11.000 638.75 803430941 108,000.00 108,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 80.0 13.000 1,194.70 803431063 48,000.00 48,000.00 0.00 06/08/2000 05/08/2030 359.21 06/08/2000 78.6 14.400 583.97 803431105 23,475.00 23,475.00 0.00 05/26/2000 04/26/2020 238.82 05/26/2000 80.3 12.100 260.12 803431154 29,250.00 29,250.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 75.0 14.350 371.19 803431295 61,200.00 61,161.73 0.00 06/12/2000 05/12/2015 179.34 08/12/2000 85.0 11.250 594.41 803431725 37,825.00 37,825.00 0.00 06/23/2000 05/23/2015 179.70 06/23/2000 85.0 12.000 453.96 803432061 44,000.00 44,000.00 0.00 06/17/2000 05/17/2025 299.51 06/17/2000 80.0 13.500 512.88 803432137 40,000.00 40,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 57.1 11.000 380.93 803432335 86,000.00 86,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 89.8 13.250 968.16 803432616 118,400.00 118,338.76 0.00 05/26/2000 04/26/2015 178.82 06/26/2000 80.0 10.500 1,083.05 803432681 32,100.00 32,100.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 88.8 12.000 353.45 803432806 26,250.00 26,250.00 0.00 06/12/2000 05/12/2025 299.34 06/12/2000 75.0 13.750 310.97 803432962 75,000.00 75,000.00 0.00 06/08/2000 05/08/2020 239.21 06/08/2000 83.4 13.150 886.71 803433002 36,000.00 35,969.84 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 58.0 9.875 312.61 803433127 52,700.00 52,221.87 0.00 06/08/2000 05/08/2010 119.21 08/08/2000 85.0 11.250 733.42 803433218 32,000.00 32,000.00 0.00 06/18/2000 05/18/2015 179.54 06/18/2000 80.0 14.000 426.16 803433473 68,000.00 68,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 80.0 13.250 765.53 803433754 35,700.00 35,700.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 85.0 13.000 418.25 803434604 72,900.00 72,900.00 0.00 06/02/2000 05/02/2030 359.01 06/02/2000 90.0 11.500 721.92 803434760 63,100.00 63,100.00 0.00 05/19/2000 04/19/2015 178.59 05/19/2000 70.1 9.750 542.13 803434919 50,700.00 50,700.00 0.00 06/04/2000 05/04/2030 359.08 06/04/2000 65.0 12.250 531.28 803435080 30,316.00 30,261.01 0.00 06/05/2000 05/05/2020 239.11 08/05/2000 80.0 12.600 346.57 803435247 19,475.00 19,475.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 69.9 14.000 259.36 803435767 27,200.00 27,184.31 0.00 05/26/2000 04/26/2025 298.82 06/26/2000 85.0 13.250 311.90 803435858 30,000.00 30,000.00 0.00 06/11/2000 05/11/2015 179.31 06/11/2000 79.6 10.625 333.95 803436039 19,800.00 19,800.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 90.0 11.750 199.86 803436203 24,200.00 24,200.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 79.8 14.000 322.28 803436237 16,000.00 16,000.00 0.00 06/09/2000 05/09/2010 119.24 06/09/2000 84.9 14.150 249.87 803436286 35,750.00 35,608.61 0.00 06/03/2000 05/03/2020 239.05 07/03/2000 65.0 10.625 359.93 803436765 66,500.00 66,500.00 0.00 05/20/2000 04/20/2015 178.62 05/20/2000 70.0 12.600 714.89 803437201 55,250.00 55,250.00 0.00 06/15/2000 05/15/2030 359.44 06/15/2000 85.0 12.000 568.31 803437268 61,600.00 61,600.00 0.00 06/23/2000 05/23/2015 179.70 06/23/2000 80.0 14.100 824.50 803437292 67,000.00 67,000.00 0.00 06/01/2000 05/01/2020 239.00 06/01/2000 89.3 11.425 711.05 803437532 26,320.00 26,320.00 0.00 06/23/2000 05/23/2025 299.70 06/23/2000 80.0 13.000 296.85 803438035 45,000.00 44,900.10 0.00 05/28/2000 04/28/2030 358.88 06/28/2000 39.8 13.500 515.44 803438100 30,000.00 30,000.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 68.1 14.100 401.54 803438191 32,000.00 31,986.72 0.00 06/08/2000 05/08/2015 179.21 08/08/2000 77.8 12.850 350.24 803438860 27,200.00 27,176.67 0.00 05/21/2000 04/21/2020 238.65 06/21/2000 85.0 11.750 294.77 803439132 21,300.00 21,300.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 90.0 11.750 252.22 803439520 148,500.00 148,432.38 0.00 06/22/2000 05/22/2015 179.67 08/22/2000 90.0 12.500 1,584.88
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803439611 WALTON J PATRICK 850 OBERLIN ST AKRON OH 44311 247-01 901 803439744 BENDA GARY 3103 MAPLECREST AVENUE PARMA OH 44134 247-01 901 803439819 KELLEY KIMBERLY M 2588 ASHTON DRIVE SAGINAW MI 48603 247-01 901 803439827 GYANTAR ANDRE M 15 NEW DOVER AVE COLONIA NJ 07067 247-01 901 803439942 SZUCS ROBERT 23 FRAN LANE SELDEN NY 11784 247-01 901 803440270 BOLIN JUDITH A 1014 NORTH 19TH STREET TERRE HAUTE IN 47807 247-01 901 803440502 GRIFFIN GWENDOLYN M 13 TWINE STREET ANNISTON AL 36201 247-01 901 803440569 SHAFFER JEFFREY A SR 150 VALLEY STREET DUBOISTOWN PA 17702 247-01 901 803440866 PIONTEK RICHARD W 16 ASPERULA DRIVE SICKLERVILLE NJ 08081 247-01 901 803441013 BARNES MARK D 613 EDGEWOOD AVENUE AKRON OH 44307 247-01 901 803441120 DAVIS THOMAS 106 WOOD STREET UNION MS 39365 247-01 901 803441534 DEWAR DERICK 107 BEACON AVE PROVIDENCE RI 02903 247-01 901 803441849 LOWERY DAVID L 1500 KILPATRICK ROAD ALBERTVILLE AL 35951 247-01 901 803442029 GARNETT AARON 542 SCHENCK STREET BROOKLYN NY 11207 247-01 901 803442631 HENRY RHONDA E 48 EAST MADISON STREET FRANKLIN IN 46131 247-01 901 803442714 BURNS PETER 560 WEST GRAYSTONE ROAD WHITPAIN TOWNSHIP PA 19002 247-01 901 803442805 HEALY DIANA C 291 SOUTH HAVEN AVENUE MEDFORD NY 11763 247-01 901 803443548 MEECE JERRY A 3045 WROBEL AVENUE MICHIGAN CITY IN 46360 247-01 901 803443761 GRISCHOW HEIDI ANN 1416 ATLANTIC STREET NE WARREN OH 44483 247-01 901 803443936 DELUKEY JOHN W RR 1 BOX 1136 DINGMANS FERRY PA 18328 247-01 901 803444132 DANIELS JAMES 7335 CARLON ROAD LONGWOOD NC 28452 247-01 901 803444199 BAKER JERDIA S 1700 REDWOOD TERRACE WASHINGTON DC 20012 247-01 901 803444488 MALO RALPH A 104 TAMPA AVENUE WARWICK RI 02889 247-01 901 803444819 ROGERS JAMES 11638 FAIRMONT AVENUE LEESBURG FL 34788 247-01 901 803444835 ZUPAN MICHAEL J 2255 17TH AVENUE EAST NORTH SAINT PAUL MN 55109 247-01 901 803444942 JASSO ANTONIO C 2401 HEBRON AVE ZION IL 60099 247-01 901 803445188 SHANKS JIM WARREN 11020 6TH ST NE BLAINE MN 55434 247-01 901 803445394 MITCHELL HENRY 2210 ECKART STREET FORT WAYNE IN 46806 247-01 901 803445733 BIGLEY MAXINE E 2860 SOUTH WILLOW TERRACE HOMOSASSA FL 34448 247-01 901 803446095 LAU MARGARET 174 BERGEN STREET WOODBRIDGE TWNSHP NJ 07095 247-01 901 803446111 HANNA GEORGE 605 SOUTH RUTLAND ROAD MOUNT JULIET TN 37122 247-01 901 803446269 WILLIAMSON MARSHA M 124 SUMMER WIND DRIVE EASTOVER SC 29044 247-01 901 803446707 HIPP DAVID L 1409 EAST WALNUT AVE VISALIA CA 93292 247-01 901 803446822 LAMBOY ALISON 33 WOODLAND AVENUE FARMINGDALE NY 11735 247-01 901 803447333 SMITH JAMES L 78 FALLIN TOWN ROAD WARSAW VA 22572 247-01 901 803447507 LACROIX STEPHEN S 8230 RIPPERDAN VALLEY ROAD CENTRAL IN 47110 247-01 901 803447523 CLARK JANET ROBERTSON 8108 TIMBERLAKE RD #155 LYNCHBURG VA 24502 247-01 901 803447531 MCNAUGHTON DOUGLAS J 421 EAST NORTH STREET MORRISTOWN IN 46161 247-01 901 803448307 GROGAN STEPHEN L 1348 WEST MILAN LANE HERNANDO FL 34442 247-01 901 803448315 BEAL PAUL G 32 LORD RD SACO ME 04072 247-01 901 803448372 THEEL RONALD 321 WEST WALNUT STREET BENTON AR 72015 247-01 901 803448505 WILLIAMS CATHY JACKSON 1548 GAUSCO MEMPHIS TN 38106 247-01 901 803448703 BROWN EVA H 2141 W 83RD STREET LOS ANGELES CA 90047 247-01 901 803448844 WEBB DANIEL T 4130 JEFFERSON ST GARY IN 46408 247-01 901 803449008 MOSLEY ROLLIE 11728 PRAIRIE TRAIL HESPERIA CA 92345 247-01 901 803449354 ZANLUNGO PAUL M 7 CAMPERT LANE ASHFORD CT 06278 247-01 901 803449438 ARMISTEAD ORAL 2201 GOOD HOPE MERGENDOLLA GOOD HOPE GA 30641 247-01 901 803449941 ANNUNZIATA TONI 248 250 STATE STREET EAST NANTICOKE PA 18634 247-01 901 803450121 HILDERBRANDT MARK B 42911 REDFIELD STREET ASBURN VA 20147 247-01 901 803450899 GAUDETT CARL R 227 LAKEVIEW ROAD GLENBURN ME 04401 247-01 901 803450980 ROBBINS JIM D 7485 WEST CTY RD 700 SOUTH PARIS CROSSING IN 47270 247-01 901 803451228 BROWN SPENCER R 30586 BLUEHILL ROSEVILLE MI 48066 247-01 901 803451731 CLANAGAN MYSTI 199 W HOWARD PONTIAC MI 48342 247-01 901 803451756 SUMMERS MARLYN LLOYD 115 SLINGLUFF ROAD NEW WINDSOR MD 21776 247-01 901 803451889 MATHISON MELODY A 3355 SPRUCE CIRCLE PRIOR LAKE MN 55372 247-01 901 803452044 PALM GEORGETTE 1663 NORTH 9TH STREET READING PA 19604 247-01 901 803452168 CRAIG CHARLES J 543 WALNUT STREET ROCK HILL SC 29730 247-01 901 803452176 HALL STEVEN M 19543 DIXIE RIVER ROAD CALDWELL ID 83607 247-01 901 803452465 ALLEN JOYCE Z 9 LEE ROAD OPEILKA AL 36804 247-01 901 803452606 SABLAN BARBARA A 5020 SOUTH FRASER STREET AURORA CO 80015 247-01 901 803453158 GLENN LINDA C 1007 17TH AVE SOUTH PHENIX CITY AL 36867 247-01 901 803453281 ALLEN EDWARD JR 9338 S PAXTON AVE CHICAGO IL 60617 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803439611 39,000.00 38,977.08 0.00 06/03/2000 05/03/2015 179.05 08/03/2000 75.0 11.500 386.21 803439744 20,500.00 20,203.10 0.00 05/24/2000 04/24/2015 178.75 07/24/2000 19.1 9.400 212.83 803439819 49,700.00 49,700.00 0.00 05/21/2000 04/21/2015 178.65 06/21/2000 79.9 11.900 593.29 803439827 83,000.00 83,000.00 0.00 06/02/2000 05/02/2020 239.01 06/02/2000 82.5 13.150 981.29 803439942 46,800.00 46,800.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 84.4 11.750 554.17 803440270 29,750.00 29,750.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 81.5 11.750 352.28 803440502 29,750.00 29,750.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 85.0 13.850 348.97 803440569 51,375.00 51,334.22 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 75.0 10.750 479.58 803440866 60,000.00 60,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 63.7 12.500 640.35 803441013 46,400.00 46,370.84 0.00 05/24/2000 04/24/2015 178.75 07/24/2000 80.0 11.250 450.67 803441120 16,830.00 16,830.00 0.00 06/22/2000 05/22/2015 179.67 06/22/2000 84.1 11.750 199.29 803441534 65,000.00 64,999.08 0.00 05/25/2000 04/25/2015 178.78 06/25/2000 78.3 13.100 724.11 803441849 39,200.00 39,200.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 80.0 13.750 456.72 803442029 141,000.00 141,000.00 0.00 05/20/2000 04/20/2015 178.62 05/20/2000 75.0 14.100 1,681.84 803442631 97,500.00 97,500.00 0.00 06/15/2000 05/15/2020 239.44 06/15/2000 75.0 9.375 900.88 803442714 111,600.00 111,600.00 0.00 05/27/2000 04/27/2030 358.85 05/27/2000 90.0 11.750 1,126.50 803442805 25,000.00 25,000.00 0.00 06/23/2000 05/23/2015 179.70 06/23/2000 86.4 12.000 300.04 803443548 37,500.00 37,500.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 84.4 11.500 438.07 803443761 61,500.00 61,445.20 0.00 06/15/2000 05/15/2015 179.44 08/15/2000 79.9 9.750 528.38 803443936 32,000.00 31,848.64 0.00 06/03/2000 05/03/2015 179.05 07/03/2000 49.5 10.750 358.70 803444132 35,625.00 35,625.00 0.00 06/22/2000 05/22/2025 299.67 06/22/2000 75.0 15.500 470.16 803444199 265,000.00 265,000.00 0.00 05/19/2000 04/19/2015 178.59 06/19/2000 76.8 12.250 2,776.92 803444488 53,125.00 53,125.00 0.00 06/12/2000 05/12/2015 179.34 06/12/2000 85.0 12.250 556.69 803444819 18,000.00 18,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 37.5 11.500 210.27 803444835 30,000.00 30,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 80.5 13.100 353.61 803444942 25,000.00 25,000.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 85.9 12.000 300.04 803445188 31,000.00 30,868.07 0.00 06/12/2000 05/12/2015 179.34 07/12/2000 77.0 12.850 339.29 803445394 20,250.00 20,250.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 75.0 13.250 259.55 803445733 15,000.00 14,888.17 0.00 06/01/2000 05/01/2010 119.00 07/01/2000 50.0 13.250 226.18 803446095 51,130.00 51,130.00 0.00 06/08/2000 05/08/2020 239.21 06/08/2000 85.2 13.650 622.86 803446111 263,500.00 263,500.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 85.0 12.750 3,290.69 803446269 32,399.00 32,399.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 80.9 11.150 371.30 803446707 47,191.00 47,191.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 71.1 10.875 483.09 803446822 145,000.00 144,891.33 0.00 06/03/2000 05/03/2015 179.05 07/03/2000 61.7 12.100 1,502.66 803447333 13,000.00 13,000.00 0.00 06/15/2000 05/15/2010 119.44 06/15/2000 87.9 11.750 184.64 803447507 41,650.00 41,650.00 0.00 06/24/2000 05/24/2025 299.74 06/24/2000 85.0 12.500 454.13 803447523 27,000.00 26,944.78 0.00 06/15/2000 05/15/2020 239.44 08/15/2000 61.3 11.750 292.60 803447531 22,500.00 22,500.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 79.9 12.850 282.46 803448307 24,000.00 24,000.00 0.00 06/08/2000 05/08/2010 119.21 06/08/2000 80.0 11.875 342.60 803448315 58,825.00 58,825.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 73.5 11.375 576.93 803448372 38,400.00 38,400.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 80.0 13.100 427.78 803448505 31,200.00 31,189.33 0.00 06/05/2000 05/05/2030 359.11 08/05/2000 65.0 14.000 369.68 803448703 24,000.00 24,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 65.0 12.250 291.91 803448844 40,000.00 40,000.00 0.00 05/21/2000 04/21/2030 358.65 06/21/2000 80.0 10.750 373.39 803449008 75,000.00 75,000.00 0.00 07/01/2000 06/01/2020 240.00 07/01/2000 71.8 10.250 736.23 803449354 78,000.00 78,000.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 65.6 11.250 757.58 803449438 28,000.00 28,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 51.8 12.000 288.01 803449941 51,200.00 51,200.00 0.00 05/18/2000 04/18/2015 178.55 05/18/2000 80.0 10.750 477.94 803450121 42,500.00 42,500.00 0.00 05/26/2000 04/26/2015 178.82 05/26/2000 90.0 13.750 495.17 803450899 44,000.00 44,000.00 0.00 06/23/2000 05/23/2020 239.70 06/23/2000 80.0 12.500 499.90 803450980 108,895.00 108,895.00 0.00 06/10/2000 05/10/2030 359.28 06/10/2000 87.1 13.250 1,225.91 803451228 47,000.00 46,685.96 0.00 06/08/2000 05/08/2020 239.21 07/08/2000 80.0 14.000 584.45 803451731 64,800.00 64,800.00 0.00 06/11/2000 05/11/2030 359.31 06/11/2000 90.0 12.000 666.54 803451756 188,000.00 187,907.78 0.00 05/24/2000 04/24/2015 178.75 06/24/2000 80.0 10.875 1,772.63 803451889 60,000.00 59,898.66 0.00 06/01/2000 05/01/2015 179.00 07/01/2000 80.7 12.600 743.42 803452044 29,750.00 29,750.00 0.00 06/16/2000 05/16/2015 179.47 06/16/2000 85.0 11.750 300.30 803452168 67,050.00 67,050.00 0.00 05/27/2000 04/27/2030 358.85 06/27/2000 90.0 12.000 689.68 803452176 31,000.00 31,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 84.2 11.750 312.92 803452465 81,250.00 81,250.00 0.00 06/09/2000 05/09/2030 359.24 06/09/2000 65.0 14.200 975.58 803452606 87,500.00 86,838.32 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 89.2 11.500 866.50 803453158 36,090.00 36,090.00 0.00 06/01/2000 05/01/2030 359.00 06/01/2000 48.1 13.500 413.38 803453281 70,000.00 70,000.00 0.00 06/02/2000 05/02/2015 179.01 06/02/2000 70.0 12.750 760.69
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[Enlarge/Download Table] ALLIANCE FUNDING Sale Schedule - Group 1 A division of Superior Bank FSB 2000-2 Initial Pool of Group 1 Fixed Rate Mortgages - Settlement 6/29/2000 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------ 247-01 901 803453356 BULLARD DEWEY 715 SARATOGA AVENUE LAKELAND FL 33815 247-01 901 803453679 CAMPBELL SHARON L 130 MARTHAS LANE SPRING LAKE NC 28390 247-01 901 803454362 LOWE HARRY C 619 VINITA AVENUE AKRON OH 44320 247-01 901 803454552 UNRUH DEVON L 468 MILLER AVENUE BRIGHTON CO 80601 247-01 901 803454974 DONELSON LAVERNE E 22416 EAST RIDGE TRAIL DR AURORA CO 80016 247-01 901 803455047 PRETTYMAN MARK I 130 1ST PLACE HASTINGS MN 55033 247-01 901 803455088 LAWRENCE MARK A 31 JEFFERSON DRIVE MONROE NY 10950 247-01 901 803455138 SMITH MARK W 23106 UTICA AVENUE PORT CHARLOTTE FL 33980 247-01 901 803455757 BRANNAN JAMES P 1806 ALSUNA LANE HUNTINGTON BEACH CA 92648 247-01 901 803456664 HOBBS JOHNNY L 71 NORTH FOSTER ROAD MANSFIELD OH 44902 247-01 901 803456763 WILLIAMS HAYDEN A 535 CEDAR HILL DRIVE FALLING WATERS WV 25419 247-01 901 803457308 SCOTT MARY ERSLINE 4319 CREEK AVENUE LAUREL MS 39440 247-01 901 803457936 WATTERS CATHERINE T 7449 IVORY TERRACE NEW PORT RICHEY FL 34655 247-01 901 803458090 WOLFF ROSS E 34 NORTH CRESCENT STREET TREMONT PA 17981 247-01 901 803458132 HILL MARILYN L 211 BELLEWOOD FLUSHING MI 48433 247-01 901 803458280 ODUM MILTON B 1719 SANDALWOOD CIRCLE SW WINTER HAVEN FL 33880 247-01 901 803458348 JANKAUSKIS JOSEPH 942 BERKSHIRE SYCAMORE IL 60178 247-01 901 803459403 KISTLER WILLIAM G RD 2 BOX 263 EXPORT PA 15632 247-01 901 803459544 WILSON FAITH 549 SOUTH 2ND STREET COLWYN PA 19023 247-01 901 803459858 COUCH GEORGE L 260 COUNTY ROAD 17 CROSSVILLE AL 35962 247-01 901 803459882 BROWN MARGARET E 8218 MEYERS DETROIT MI 48228 247-01 901 803459973 RODRIQUEZ JO ANN 218 WEST JEAN STREET TAMPA FL 33604 247-01 901 803460120 KESKE PAUL R 1500 02 S 79TH WEST ALLIS WI 53214 247-01 901 803460914 MCFEELY RODGER H 4120 NEW TEXAS ROAD PITTSBURGH PA 15239 247-01 901 803461185 ADAMS ELMER B 19 WEST KELLY DRIVE INDIANAPOLIS IN 46225 247-01 901 803461250 MOMPER KRISTINE N 2411 COURTLAND FORT WAYNE IN 46808 247-01 901 803461565 JONES KENNETH N 2333 THOMAS ROAD #94 HENDERSON NC 27536 247-01 901 803462092 MUMMA JOSEPH RICHARD 2100 1/2 WEST NATIONAL HIG WASHINGTON IN 47501 247-01 901 803462142 PEREZ ALFREDO 75 A SOUTH 800 WEST PAUL ID 83347 247-01 901 803462274 ALFIERI CHARLES J 8222 319TH STREET NW STANWOOD WA 98292 247-01 901 803463108 ENGELHARDT RALPH A L III 1033 SLATER STREET TOLEDO OH 43612 247-01 901 803463181 ARRINGTON BERRY W 840 WHITE HOUSE ROAD NELSON VA 24580 247-01 901 803463298 BOYANOWSKI ANITA 82 EAST COLUMBUS STREET PITTSTON PA 18640 247-01 901 803463462 BAKER KENNETH J 1773 SEDRO ST CUYAHOGA FALLS OH 44221 247-01 901 803463785 CHAPIN ANDREW J 711 BUCKS HILL ROAD SOUTHBURY CT 06588 247-01 901 803463850 OLSON ROBERTA L 321 OAKLAND CIRCLE FORT WALTON BEACH FL 32548 247-01 901 803463900 COSNER CAROLINE J 971 DEXTER CORNER ROAD TOWNSEND DE 19734 247-01 901 803464171 HARRIS DION 12 DURHAM AVE BUFFALO NY 14215 247-01 901 803464254 CLARK WILLIAM E 5129 EAST FRANKLIN STREET BOWLING GREEN IN 47833 247-01 901 803464312 WARGEL TIMOTHY L 2817 HILLCREST TERRACE EVANSVILLE IN 47712 247-01 901 803465111 SOLSOLOY EDITO 198 EVENING STAR COURT MILPITAS CA 95035 247-01 901 803465293 MARCOUILLIER DENISE 1270 WEST 6TH AVENUE BROOMFIELD CO 80020 247-01 901 803465400 LEE STEVEN R 1055 SW HILLCROFT AVE PORTLAND OR 97225 247-01 901 803465681 WATSON MARTHA 903 NORTH 14TH STREET CLARKSBURG WV 26301 247-01 901 803466176 DUNN JACKIE D 136 THORN STREET CLARKSBURG WV 26301 247-01 901 803466200 DAVIS CLYDE A 7787 PENROD DETROIT MI 48228 247-01 901 803466374 OLIVARES VICTOR D 1 VAL-PAGE STREET FARMINGDALE NY 11735 247-01 901 803466408 SELLES ALICIA 7493 GROVEOAK DRIVE ORLANDO FL 32810 247-01 901 803466911 PORTILLO MAURO 313 HILLTOP STREET SOCORRO NM 87801 247-01 901 803466929 EVANS OTHEL 42 PACIFIC AVENUE GREENVILLE SC 29605 247-01 901 803467489 BARNETT SHARON A 4512 STRATFORD ROAD EVANSVILLE IN 47710 247-01 901 803467901 FISHER FAITH 249 CHERRY STREET EPHRATA PA 17522 247-01 901 803468693 CONNOLY DEBRA 244 LAFAYETTE AVENUE PITTSBURGH PA 15214 247-01 901 803468818 REBER PRACHUAB 9750 OLD ROUTE 22 BETHEL PA 19507 247-01 901 803469089 BLACKMON JIMMY 45 HICKS LANE REMLAP AL 35133 247-01 901 803469337 JIMMO NELSON L 322 TUNXIS ROAD WEST HARTFORD CT 06107 247-01 901 803469667 MULLINS TERRY L 1312 HIGHLAND AVENUE BLUEFIELD WV 24701 247-01 901 803469808 HOL KAREN B 133 SOUTHEAST 32ND STREET CAPE CORAL FL 33904 247-01 901 803470129 HILDERBRAND GLENN 110 BAND HILL LANE CANONSBURG PA 15317 247-01 901 803470756 FOLSOM JUDITH 130 EVERGREEN CR BILLING MO 65631 247-01 901 803471010 CHAPMAN SHAWN J 2535 MERRIEWOOD ROAD RICHMOND VA 23237 247-01 901 803471184 TOMKO GEORGE E 8 FRANK STREET WILKES BARRE PA 18702 Principal Cut-off Date Cut-off Date First Original Current Scheduled Balance at Principal Companion Payment Maturity Rem Date LTV Mortgage Payment Account Origination Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin --------------------------- -------------- ------------ ----------- ----------- ------- ---------- ------- --------- ----------- 803453356 14,000.00 14,000.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 35.0 10.625 155.84 803453679 61,760.00 61,760.00 0.00 05/20/2000 04/20/2015 178.62 05/20/2000 80.0 13.750 719.57 803454362 103,000.00 103,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 79.8 9.500 866.08 803454552 23,000.00 23,000.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 64.5 11.500 227.77 803454974 52,151.00 52,151.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 80.0 14.000 617.92 803455047 84,300.00 84,300.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 84.9 13.100 939.12 803455088 35,000.00 35,000.00 0.00 06/24/2000 05/24/2020 239.74 06/24/2000 78.3 12.850 406.32 803455138 14,000.00 14,000.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 87.5 12.250 170.28 803455757 23,500.00 23,500.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 78.7 12.250 246.26 803456664 56,000.00 55,979.94 0.00 06/24/2000 05/24/2030 359.74 08/24/2000 80.0 13.500 641.43 803456763 76,500.00 76,500.00 0.00 06/03/2000 05/03/2015 179.05 06/03/2000 90.0 11.250 743.01 803457308 37,400.00 37,400.00 0.00 05/25/2000 04/25/2030 358.78 05/25/2000 85.0 13.850 438.71 803457936 52,500.00 52,500.00 0.00 06/05/2000 05/05/2030 359.11 06/05/2000 79.5 9.875 455.88 803458090 43,700.00 43,700.00 0.00 05/24/2000 04/24/2015 178.75 05/24/2000 84.8 12.660 471.83 803458132 100,750.00 100,373.18 0.00 05/24/2000 04/24/2030 358.75 06/24/2000 65.0 13.750 1,173.85 803458280 21,500.00 21,500.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 80.0 13.750 282.72 803458348 66,100.00 66,000.01 0.00 06/16/2000 05/16/2020 239.47 08/16/2000 80.6 13.850 814.78 803459403 23,700.00 23,557.60 0.00 06/16/2000 05/16/2020 239.47 07/16/2000 89.6 11.750 256.84 803459544 56,100.00 55,999.51 0.00 05/28/2000 04/28/2030 358.88 06/28/2000 85.0 12.750 609.63 803459858 60,350.00 60,350.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 85.0 12.400 739.90 803459882 36,500.00 36,500.00 0.00 06/08/2000 05/08/2030 359.21 06/08/2000 39.6 11.250 354.51 803459973 21,750.00 21,750.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 84.8 12.250 264.54 803460120 26,300.00 26,300.00 0.00 06/19/2000 05/19/2015 179.57 06/19/2000 79.9 12.250 275.60 803460914 53,200.00 53,200.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 84.4 10.800 498.61 803461185 51,100.00 50,960.72 0.00 05/28/2000 04/28/2015 178.88 06/28/2000 70.0 11.500 506.04 803461250 25,350.00 25,331.21 0.00 05/26/2000 04/26/2030 358.82 06/26/2000 75.0 12.500 270.55 803461565 37,725.00 37,725.00 0.00 06/17/2000 05/17/2015 179.51 06/17/2000 75.0 14.350 511.30 803462092 66,300.00 66,300.00 0.00 06/04/2000 05/04/2015 179.08 06/04/2000 84.4 12.850 725.64 803462142 62,050.00 62,050.00 0.00 07/01/2000 06/01/2030 360.00 07/01/2000 85.0 12.250 650.22 803462274 25,600.00 25,600.00 0.00 07/01/2000 06/01/2015 180.00 07/01/2000 88.3 11.900 261.36 803463108 68,000.00 67,969.83 0.00 06/04/2000 05/04/2015 179.08 08/04/2000 80.0 12.600 731.02 803463181 54,000.00 54,000.00 0.00 06/15/2000 05/15/2015 179.44 06/15/2000 90.0 11.650 540.95 803463298 52,000.00 52,000.00 0.00 06/05/2000 05/05/2015 179.11 06/05/2000 80.0 10.875 490.30 803463462 104,000.00 104,000.00 0.00 06/01/2000 05/01/2015 179.00 06/01/2000 80.0 13.250 1,170.80 803463785 106,000.00 106,000.00 0.00 06/10/2000 05/10/2015 179.28 06/10/2000 79.8 13.800 1,239.20 803463850 17,560.00 17,560.00 0.00 06/09/2000 05/09/2015 179.24 06/09/2000 90.0 12.850 220.45 803463900 65,000.00 65,000.00