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Superior Bank FSB Afc Mortgage LN Asset BK Notes Ser 1999-3 · 8-K · For 9/28/99 · EX-4.3

Filed On 11/4/99   ·   Accession Number 950110-99-1375   ·   SEC File 333-61691-05

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

11/04/99  Superior Bank FSB Afc Mtg..1999-3 8-K:2,7     9/28/99    6:3.1M                                   Scott Printing Co..01/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     23K 
 2: EX-4.1      Indenture                                             94    371K 
 3: EX-4.2      Trust Agreement                                       67    203K 
 4: EX-4.3      Sale and Servicing Agreement                         585±  5.00M 
 5: EX-4.4      Instrument Defining the Rights of Security Holders    91±   814K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders   126±  1.15M 


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

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Sale and Servicing Agreement
8Definitions
9Agreement
17Deferred Payment
18Depository
21Final Order
"Group 1
23Group 2
24Indenture 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
46Sale and Conveyance of the Mortgage Loans
"Section 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
53Section 2.06 [Reserved]
"Section 2.08 Fees and Expenses of the Indenture Trustee
"Section 2.09 Application of Principal and Interest
"Section 2.10 Conveyance of the Subsequent Mortgage Loans
58Representations and Warranties
"Section 3.01 Representations of the Seller
60Section 3.02 Individual Mortgage Loans
70Section 3.03 Purchase and Substitution
74Administration and Servicing of the Mortgage Loans
"Section 5.01 Duties of the Servicer
76Section 5.02 Liquidation of Mortgage Loans
77Section 5.03 Establishment of Principal and Interest Accounts; Deposits in Principal and Interest Accounts
78Section 5.04 Permitted Withdrawals From the Principal and Interest Account
80Section 5.05 Payment of Property Taxes, Insurance and Other Charges
81Section 5.06 Transfer of Accounts; Monthly Statements
"Section 5.07 Maintenance of Hazard Insurance
82Section 5.08 Maintenance of Mortgage Impairment Insurance Policy
"Section 5.09 Fidelity Bond
83Section 5.10 Title, Management and Disposition of REO Property
"Section 5.11 Right to Repurchase Defaulted Mortgage Loans
84Section 5.12 Collection of Certain Mortgage Loan Payments
"Section 5.13 Access to Certain Documentation and Information Regarding the Mortgage Loans
"Section 5.14 Superior Liens
85Section 5.15. Environmental Matters
86Payments 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
87Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee Expense Account; Permitted Withdrawals from Trustee Expense Account
89Section 6.04 Payment of Monthly Premium to Note Insurer
"Section 6.05 Investment of Accounts
90Section 6.06 Priority and Subordination of Distributions
100Section 6.07 Insufficiency of Amount Available or Net Excess Amount Available
101Section 6.08 Servicer's Certificate
106Section 6.09 Advances by the Servicer
107Section 6.10 Compensating Interest
"Section 6.11 [Reserved]
"Section 6.12 Pre-Funding Account
108Section 6.13 Interest Coverage Account
110Section 6.14 Reserve Account
111Section 6.15 [Reserved]
"Section 6.16 Compliance with Withholding Requirements
112Article Vii General Servicing Procedure
"Section 7.01 Assumption Agreements
"Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files
114Section 7.03 Servicing Compensation
"Section 7.04 Annual Statement as to Compliance
115Section 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
116Section 7.07 Reports to the Indenture Trustee; Principal and Interest Account Statements
117Reports to Be Provided by Servicer
"Section 8.01 Financial Statements
118Section 9.01 Indemnification; Third Party Claims
119Section 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
120Section 9.05 Representations of the Servicer
121Section 9.06 Accounting Upon Resignation or Termination of Servicer
123Default
"Section 10.01 Events of Servicer Default
126Section 10.02 Indenture Trustee to Act; Appointment of Successor
128Section 10.03 Waiver of Defaults
129Termination
"Section 11.01 Termination
131Section 11.02 Seller's Right to Depositor's Yield Absolute
132Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses
134Miscellaneous Provisions
"Section 14.01 Acts of Noteholders
"Section 14.02 Amendment
135Section 14.03 Recordation of Agreement
"Section 14.04 Duration of Agreement
"Section 14.05 Governing Law
"Section 14.06 Notices
136Section 14.07 Severability of Provisions
137Section 14.08 No Partnership
"Section 14.09 Counterparts
"Section 14.10 Successors and Assigns
"Section 14.11 Headings
"Section 14.12 The Note Insurer
138Section 14.13 Paying Agent
"Section 14.14 Actions of Securityholders
139Section 14.15 Grant of Security Interest
140Section 14.16 Limitation of Liability
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SALE AND SERVICING AGREEMENT Dated as of September 1, 1999 AFC TRUST SERIES 1999-3 (Issuer) and SUPERIOR BANK FSB (Seller and Servicer) and LASALLE BANK NATIONAL ASSOCIATION (Indenture Trustee) AFC Mortgage Loan Asset Backed Notes, Series 1999-3
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TABLE OF CONTENTS [Enlarge/Download Table] ARTICLE I DEFINITIONS........................................................................................................2 ARTICLE II SALE AND CONVEYANCE OF THE MORTGAGE LOANS.........................................................................40 Section 2.01 Sale and Conveyance of Trust Estate; Priority and Subordination of Ownership Interests..............................................................................40 Section 2.02 Possession of Mortgage Files...........................................................40 Section 2.03 Books and Records......................................................................40 Section 2.04 Delivery of Mortgage Loan Documents....................................................40 Section 2.05 Acceptance by Indenture Trustee of the Trust Estate; Certain Substitutions; Certification by Indenture Trustee.....................................................44 Section 2.06 [Reserved].............................................................................47 Section 2.07 [Reserved].............................................................................47 Section 2.08 Fees and Expenses of the Indenture Trustee.............................................47 Section 2.09 Application of Principal and Interest..................................................47 Section 2.10 Conveyance of the Subsequent Mortgage Loans............................................47 ARTICLE III REPRESENTATIONS AND WARRANTIES....................................................................................52 Section 3.01 Representations of the Seller..........................................................52 Section 3.02 Individual Mortgage Loans..............................................................54 Section 3.03 Purchase and Substitution..............................................................64 ARTICLE IV [RESERVED]........................................................................................................67 ARTICLE V ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS................................................................68 Section 5.01 Duties of the Servicer.................................................................68 Section 5.02 Liquidation of Mortgage Loans..........................................................70 Section 5.03 Establishment of Principal and Interest Accounts; Deposits in Principal and Interest Accounts...............................................................................71 Section 5.04 Permitted Withdrawals From the Principal and Interest Account..........................72 Section 5.05 Payment of Property Taxes, Insurance and Other Charges.................................74 -ii-
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[Enlarge/Download Table] Page ---- Section 5.06 Transfer of Accounts; Monthly Statements...............................................75 Section 5.07 Maintenance of Hazard Insurance........................................................75 Section 5.08 Maintenance of Mortgage Impairment Insurance Policy....................................76 Section 5.09 Fidelity Bond..........................................................................76 Section 5.10 Title, Management and Disposition of REO Property......................................77 Section 5.11 Right to Repurchase Defaulted Mortgage Loans...........................................77 Section 5.12 Collection of Certain Mortgage Loan Payments...........................................78 Section 5.13 Access to Certain Documentation and Information Regarding the Mortgage Loans...........78 Section 5.14 Superior Liens.........................................................................78 Section 5.15. Environmental Matters..................................................................79 ARTICLE VI PAYMENTS TO THE SECURITYHOLDERS...................................................................................80 Section 6.01 Establishment of Note Distribution Account; Deposits in Note Distribution Account......80 Section 6.02 Permitted Withdrawals from Note Distribution Account...................................80 Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee Expense Account; Permitted Withdrawals from Trustee Expense Account.....................................81 Section 6.04 Payment of Monthly Premium to Note Insurer.............................................83 Section 6.05 Investment of Accounts.................................................................83 Section 6.06 Priority and Subordination of Distributions............................................84 Section 6.07 Insufficiency of Amount Available or Net Excess Amount Available.......................94 Section 6.08 Servicer's Certificate.................................................................95 Section 6.09 Advances by the Servicer..............................................................100 Section 6.10 Compensating Interest.................................................................101 Section 6.11 [Reserved]............................................................................101 Section 6.12 Pre-Funding Account...................................................................101 Section 6.13 Interest Coverage Account.............................................................102 Section 6.14 Reserve Account.......................................................................104 Section 6.15 [Reserved]............................................................................105 Section 6.16 Compliance with Withholding Requirements..............................................105 ARTICLE VII GENERAL SERVICING PROCEDURE......................................................................................106 Section 7.01 Assumption Agreements.................................................................106 Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files...............................106 Section 7.03 Servicing Compensation................................................................108 Section 7.04 Annual Statement as to Compliance.....................................................108 Section 7.05 Annual Independent Public Accountants'Servicing Report and Comfort Letter.............109 -iii-
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[Enlarge/Download Table] Page ---- Section 7.06 Securityholder's, Indenture Trustee's and Note Insurer's Right to Examine Servicer Records......................................................................109 Section 7.07 Reports to the Indenture Trustee; Principal and Interest Account Statements...........110 ARTICLE VIII REPORTS TO BE PROVIDED BY SERVICER...............................................................................111 Section 8.01 Financial Statements..................................................................111 ARTICLE IX THE SERVICER.....................................................................................................112 Section 9.01 Indemnification; Third Party Claims...................................................112 Section 9.02 Merger or Consolidation of the Seller and the Servicer................................113 Section 9.03 Limitation on Liability of the Servicer and Others....................................113 Section 9.04 Servicer Not to Resign................................................................113 Section 9.05 Representations of the Servicer.......................................................114 Section 9.06 Accounting Upon Resignation or Termination of Servicer................................115 ARTICLE X DEFAULT..........................................................................................................117 Section 10.01 Events of Servicer Default............................................................117 Section 10.02 Indenture Trustee to Act; Appointment of Successor....................................120 Section 10.03 Waiver of Defaults....................................................................122 ARTICLE XI TERMINATION......................................................................................................123 Section 11.01 Termination...........................................................................123 Section 11.02 Seller's Right to Depositor's Yield Absolute..........................................125 Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses.................................126 ARTICLE XIII [RESERVED].......................................................................................................127 ARTICLE XIV MISCELLANEOUS PROVISIONS.........................................................................................128 Section 14.01 Acts of Noteholders...................................................................128 -iv-
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[Enlarge/Download Table] Page ---- Section 14.02 Amendment.............................................................................128 Section 14.03 Recordation of Agreement..............................................................129 Section 14.04 Duration of Agreement.................................................................129 Section 14.05 Governing Law.........................................................................129 Section 14.06 Notices...............................................................................129 Section 14.07 Severability of Provisions............................................................130 Section 14.08 No Partnership........................................................................131 Section 14.09 Counterparts..........................................................................131 Section 14.10 Successors and Assigns................................................................131 Section 14.11 Headings..............................................................................131 Section 14.12 The Note Insurer......................................................................131 Section 14.13 Paying Agent..........................................................................132 Section 14.14 Actions of Securityholders............................................................132 Section 14.15 Grant of Security Interest............................................................133 Section 14.16 Limitation of Liability...............................................................134 -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 J-1 [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 -vi-
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Sale and Servicing Agreement dated as of September 1, 1999, among AFC Trust Series 1999-3 (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 in consideration of the mutual covenants herein contained hereto agree as follows: [Intentionally Left Blank]
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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 1999-3, 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. 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 October 1999 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 October 1999 Payment Date, the period commencing on the Closing Date and ending on the day immediately preceding the October 1999 Payment Date. ACTUAL LOSS SEVERITY: With respect to any Payment Date and Group, a fraction expressed as a percentage, (1) the numerator of which equals the sum of all Realized Losses incurred with respect to Liquidated Mortgage Loans in such Group (other than any Permanent Buydown Companion Loans) as of the last day of the immediately preceding calendar month and (2) the denominator of which equals the sum as of such Payment Date of the Principal Balances of all Liquidated Mortgage Loans (other than any Permanent Buydown Companion Loans) in such Group, the amount of such Principal Balances to be determined in each case as of the last day of the calendar month immediately preceding the month in which such Mortgage Loans became Liquidated Mortgage Loans. 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 the related Group equals the related Required Overcollateralization Amount for such Group. -2-
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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 September 1, 1999, 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. 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 Accounts 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 0.010% 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. -3-
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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 Mortgage to the Issuer and the pledge thereof to the Indenture Trustee for the benefit of the Noteholders. 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). 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 -4-
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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 and (c) the Annual Trustee Expense Amount with respect to the related Group, and the denominator of which is the aggregate Note Principal Balance of such Class immediately prior to such Payment Date. 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 Servicer or any Subservicer (including any amounts paid by the Servicer or the Seller and excluding 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), (vi) and (vii) 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 and (iv) the amount of any Interest Coverage Additions with respect to the related Group for such Payment Date. 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 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). -5-
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BOOK-ENTRY NOTE: Any Class 1A or Class 2A Note registered in the name of the Depository or its nominee. 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. Code "3801 et seq., as the same may be amended from time to time. CERCLA: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. CERTIFICATE or TRUST CERTIFICATE: Any AFC Trust Certificate, Series 1999-3 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 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 0.58% per annum and (b) 9.75% 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 0.98% 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 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 -7-
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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 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 0.39% per annum, and (b) 15.50% 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 0.79%. 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 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) -8-
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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 Class 1A Note Interest Rate with respect to Group 1, and the Class 2A Note Interest Rate with respect to Group 2 from such immediately preceding Payment Date. 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 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 -9-
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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: September 28, 1999. 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 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, Attention: AFC Trust Series 1999-3,. 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: AFC Trust 1999-3. CROSS-OVER DATE: With respect to each Group, the date on and after which the related Subordinated Amount is reduced to zero. -10-
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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 initially in the form attached to the Indenture as Exhibit B. 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: September 1, 1999. 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. DEFERRED INTEREST AMOUNT: With respect to a Group and any Payment Date after the December 27, 1999 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 December 27, 1999. 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 or three 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. DEFINITIVE NOTES: As defined in Section 4.06 of the Indenture. DELETED MORTGAGE LOAN: A Mortgage Loan replaced by a Qualified Substitute Mortgage Loan. 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 -11-
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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. DEPOSIT PREMIUM: As defined in the Insurance Agreement. DEPOSITOR'S YIELD: For each Mortgage Loan, the prepayment penalties and premiums and any Deferred Payments collected on such Mortgage Loan. The Depositor's Yield is retained by the Seller and is not part of the Trust Fund. 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 22nd day of each month (or if such day is not a Business Day, the immediately following Business Day but in no event fewer than two Business Days prior to the Payment Date immediately following such 22nd 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 "A" or better by S&P and A2 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, Moody's and S&P 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 or trust company, having -12-
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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 December 27, 1999. 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 Period, the amount by which the Overcollateralization Amount for that group immediately preceding -13-
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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. FANNIE MAE: Fannie Mae, formerly known as the Federal National Mortgage Association, and any successor thereto. -14-
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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: September 28, 2029. 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. 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 December 23, 1999. 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. 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 -15-
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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) the Note Insurance Policy, (v) Liquidation Proceeds with respect to Group 1 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 1 Mortgage Loans. The Depositor'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. 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. -16-
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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) the Note Insurance Policy, (v) Liquidation Proceeds with respect to Group 2 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 2 Mortgage Loans. The Depositor'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. 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. -17-
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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. INDEMNIFIED PARTY: The meaning specified in Section 7.02 of the Trust Agreement. 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 September 1, 1999, 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. 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) -18-
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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 the Closing Date by and among the Note Insurer, the Seller, the Servicer, the Issuer and the Indenture Trustee, as amended from time to time by the parties thereto, relating to, among other things, the Premium Percentage. 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 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 and as of each Payment Date, the amount, if any, by which (1) the related Class A Remittance Amount (excepting clause (c)(vi) of each of the related definitions of Class A Principal Remittance Amount to the extent such amount is due but not paid by the Seller) exceeds (2) the sum of (a) the related Available -19-
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Remittance Amount (minus the related Monthly Premium withdrawable from the related Note Distribution Account to be paid to the Note Insurer pursuant to Section 6.02(i)), plus (b) (I), if such Payment Date is prior to the related Cross-Over Date, the lower of (X) the Excess Spread deposited into the related Note Distribution Account pursuant to Section 5.04(i) as of such Payment Date, plus the Net Excess Spread from the other Group, if any, plus Excess Principal from the other Group, if any, and (Y) the related Subordinated Amount, or (II), if such Payment Date is on or after the related Cross-Over Date, that portion of the Amount Available constituting Excess Spread with respect to the related Group 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, plus (c) any amount transferred from the Reserve Account to the related Note Distribution Account pursuant to Section 6.14(c)(i), plus (d) the aggregate amount of any previous Insured Payments for which the Note Insurer has not been reimbursed pursuant to Section 6.06(b), together with that portion of the amounts described in the preceding clause (1) that represents interest accrued in respect of such Insured Payments in accordance with the definition of Class A Carry-Forward Amount; provided, however, that the determination of Insured Payments shall not be affected in any way by any recharacterization of the transactions contemplated by this Agreement as a financing in any bankruptcy, insolvency or similar proceeding to which the Seller may be subject and the related Available Remittance Amount shall for the purpose of this definition be deemed to be decreased by the amount thereof that has been deposited in the related Note Distribution Account but may not be withdrawn therefrom pursuant to an order of a United States bankruptcy court of competent jurisdiction imposing a stay pursuant to Section 362 of the United States Bankruptcy Code. 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 $3,384,395.70 for Group 1 and $2,106,431.67 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 1999-3 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. -20-
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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. LOSS COVERAGE RATIO: With respect to any Payment Date and Group, a fraction, expressed as a percentage, (1) the numerator of which equals the sum of (i) the product of (A) the sum of (I) 15% of the aggregate principal balance of all Mortgage Loans in such Group (other than Permanent Buydown Companion Loans) that are 30-59 days Delinquent, plus (II) 30% of the aggregate Principal Balance of all Mortgage Loans (other than Permanent Buydown Companion Loans) in such Group that are 60-89 Delinquent, plus (III) 70% of the aggregate Principal Balance of all Mortgage Loans (other than Permanent Buydown Companion Loans) in such Group that are 90 or more days Delinquent, in each case as of the close of business on the last day of the immediately preceding calendar month and including Mortgage Loans (other than Permanent Buydown Companion Loans) that are in foreclosure (but excluding Mortgage Loans that have been converted to REO Properties), plus (IV) 100% of the aggregate Principal Balance of all Mortgage Loans (other than Permanent Buydown Companion Loans) in such Group that have been converted to REO Properties, times (B) the greater of (1) the Original Predicted Loss Severity prior to the Loss Trigger Date and (2) on or after the Loss Trigger Date, the Actual Loss Severity for such Group, plus (ii) the Cumulative Losses for such Group, and (b) the denominator of which is the Subordinated Amount for such Group on the Closing Date. LOSS TRIGGER DATE: With respect to each Group, the date that is earlier of (i) the 30th Payment Date and (ii) the first Payment Date after which the related Group has incurred Realized Losses with respect to at least 20 Liquidated Mortgage Loans (other than Permanent Buydown Companion Loans) in such Group. MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Certificates possessing in excess of 50% of the Percentage Interests therein. -21-
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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. 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 -22-
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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. 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 -23-
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by the related Monthly Premium to be paid to the Note Insurer pursuant to Section 6.04) and (ii) any Insured Payments 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 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 -24-
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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 surety bond, policy number 99010727, 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: Financial Guaranty Insurance Company, a New York stock insurance corporation, 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. 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 -25-
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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 experienced in matters relating to the subject of such opinion. ORIGINAL CLASS 1A NOTE PRINCIPAL BALANCE: $315,000,000. ORIGINAL CLASS 2A NOTE PRINCIPAL BALANCE: $200,000,000. 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 $202,789,370.29. ORIGINAL GROUP 2 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 2 Initial Mortgage Loans, which amount is equal to $128,473,131.74. ORIGINAL POOL PRINCIPAL BALANCE: $331,262,502.03, equal to the sum of the Original Group 1 Principal Balance and the Original Group 2 Principal Balance. -26-
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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 $124,483,356.98 for Group 1 and $78,031,772.75 for Group 2. ORIGINAL PREDICTED LOSS SEVERITY: As defined in the Insurance Agreement. 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 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 October 25, 1999. 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 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 the Group 2 Mortgage Loans with a One-Year Treasury Index, to not more than two percentage points, and (ii) with respect to Group 2 Mortgage Loans with a Six-Month LIBOR Index, to not more than one percentage point, or, with respect to the Six-Month LIBOR Loans which are subject to an adjustment after an initial twenty-four month period, increase to not more than two percentage points on the initial Adjustment Date only. 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. 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; (ii) federal funds, certificates of deposit, time and demand deposits and banker's acceptances of any bank or trust company incorporated under the laws of the United States -28-
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or any state thereof (in each case having maturities of less than 365 days), provided that the short-term debt obligations of such bank or trust company at the date of acquisition thereof have been rated "A-1+" or better by S&P and Prime-1 by Moody's; (iii) deposits of any bank or savings and loan association, provided that the long-term unsecured debt obligations of such bank or savings and loan association have been rated Baa3 or better by Moody's or "BBB+" or better by S&P and which has combined capital, surplus and undivided profits of at least $3,000,000, which deposits are insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the FDIC; (iv) 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; (v) investments in money market funds rated "AAAm" or "AAAm-G" by S&P and Aaa by Moody's; and (vi) investments approved by S&P, Moody's 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 1.2% 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, 26% per annum each month. With respect to Group 2, an assumed constant rate of prepayment equal to 28% 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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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. REO DISPOSITION: The final sale of a Mortgaged Property acquired in foreclosure or by deed in lieu of foreclosure. -32-
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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. RESERVE ACCOUNT DEPOSIT: With respect to each Group, the amount set forth in the Insurance Agreement Supplement which is required by the Note Insurer to be deposited in the Reserve Account pursuant to Section 6.14(a)(i). 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. SECTION 32 LOAN: A Mortgage Loan subject to the Home Ownership and Equity Protection Act of 1994. SECURITY: Any of the Certificates or Notes. 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. -33-
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SELLER: Superior Bank FSB, a federally chartered stock savings bank, and any successor thereto. SERIES: 1999-3. 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. 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 -34-
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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, 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 each Group, 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. SUBSERVICING AGREEMENT: Any agreement between the Servicer and any Subservicer 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. -35-
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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 December 23, 1999. 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%. (B) the Servicer fails to maintain hardware, firmware or software, or any system consisting of one or more thereof, including, without limitation, any and all enhancements, upgrades, customizations, modifications, maintenance and the like (collectively, a "System"), used by or for the benefit of the Servicer in connection with the performance with Servicer's obligations under this Agreement, in a manner that permits the Servicer to record, store, process, provide and, where appropriate, insert, true and accurate dates and calculations for dates and spans including and following January 1, 2000 (herein referred to as "Year 2000 Compliant"). In addition, "Year 2000 Compliant" shall mean that the System will support the ability for its continued normal usage such that neither the performance nor the correct functioning of the System will be affected by the approach, and passing into, the year 2000. In particular: -36-
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(i) Year 2000 Compliant shall mean that no value for current date will cause any interruption in the operation of the System. (ii) All manipulations of time-related data will produce the desired results for all valid dates within the application domain and in combination with other products, prior to, through and beyond the year 2000. (iii) Date elements in interfaces and data storage will permit specifying the century to eliminate date ambiguity without human intervention including leap year calculations. (iv) Where any date element is represented without a century, the correct century shall be unambiguous for all manipulations involving that element. (v) Authorization codes and passwords relative to expiration dates and CPU serial numbers should function normally during year 2000 testing time horizons; or (C) 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 1999-3. TRUST AGREEMENT: The Trust Agreement, dated as of September 1, 1999 between Superior Bank FSB and the Owner Trustee. TRUST ESTATE: Collectively, Group 1, Group 2 and the Reserve Account. 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. -37-
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UCC: The Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction. UNITED STATES PERSON: A citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) organized in, or under the laws of, the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted to provide otherwise), or an estate whose income is subject to United States federal income tax regardless of its source, or a trust other than a "foreign trust" within the meaning of Section 7701(a)(31) of the Code. 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 December 27, 1999), 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 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 December 27, 1999), over (B) the sum of (i) the related Group Principal Balance at the beginning of the related -38-
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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. -39-
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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 Depositor's Yield) and all other assets of the Trust Estate. 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 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 appointed pursuant to the Indenture, to the Custodian, each of the following documents for each related Subsequent Mortgage Loan: -40-
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(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 September 1, 1999, Series 1999-3",] 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 W, 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; (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 -41-
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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 -42-
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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 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 September 1, 1999, Series 1999-3" 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 1999-3, 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 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 Certificateholders and the Note Insurer. -43-
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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 September 1, 1999, Series 1999-3." 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 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. 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 -44-
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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 initialled 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). 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, 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, -45-
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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. 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 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. -46-
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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 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 but subject to the subordination described above in Section 2.01(b) above and the other terms and provisions of this Agreement all of the right, title -47-
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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 Depositor'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; (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 -48-
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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, Moody's, S&P 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; and (vix) the Indenture Trustee shall have delivered to the Note Insurer and the Seller an Opinion of Counsel addressed to the Seller, Moody's, S&P 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. (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) the original term to maturity of such Subsequent Mortgage Loan will not be less than 60 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan (other than a Permanent Buydown Companion Loan) will have a Mortgage Rate not less than 6% per annum; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Seller--Underwriting Criteria--Group 1" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Seller; (G) such Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio (excluding any Permanent Buydown Companion Loan) greater than 92%; (H) such Subsequent Mortgage Loans will have, as of the end of the Funding Period, a weighted average number of months since origination of not over 4 months; and (I) no Subsequent Mortgage Loan will have a first payment date later than February 1, 1999. -49-
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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 10.310%; (ii) have a weighted average remaining term to stated maturity of not more than 290 months and not less than 195 months; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than 82%; (iv) have not in excess of 35% 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 $995,000; (vi) not have in excess of 15% 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 2% by aggregate principal balance of Group 1 Mortgage Loans; (viii) not have in excess of 3% by aggregate principal balance of Group 1 Mortgage Loans secured by Mortgaged Properties that are condominiums; (ix) have at least 70% 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 5% by aggregate principal balance of Group 1 Mortgage Loans secured by Multifamily Properties and Mixed Use Properties; (xi) not have in excess of 13% by aggregate principal balance of Group 1 Mortgage Loans secured by Manufactured Homes; and (xii) not have in excess of 2% of Group 1 Mortgage Loans secured by Commercial Properties. 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. (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) the original term to maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan will have a Gross Margin not less than 3% per annum; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Seller--Underwriting Criteria--Group 2" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Seller; (G) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 90%; (H) such Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.00%; (I) 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; and (J) no Subsequent Mortgage Loan will have a first payment date later than February 1, 2000. -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 5.000% and a weighted average coupon of at least 9.000% 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 83%; (iv) have no Group 2 Mortgage Loan with a principal balance in excess of $995,000; (v) not have in excess of 8% 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 2% 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 68% 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 14% of Group 2 Mortgage Loans secured by Manufactured Homes; and (xiii) be secured by a first priority lien on the related Mortgaged Property. 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. -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; and 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; (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 Certificates 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 acceleration of any obligation under, any material agreement, indenture or loan or credit agreement -52-
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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 Depositor'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; and -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. 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; (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; -54-
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(vii) The Mortgage Loan is not 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; (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, 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(a)(v) above, 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; (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; -55-
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(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, 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 and Certificateholders and which has been or will be delivered to the Indenture Trustee or the Custodian. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule. 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); (xvi) No instrument of release or waiver has been executed in connection with the Mortgage Loan, and no Mortgagor has been released, in whole or in part; (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; -56-
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(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; (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 -57-
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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 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 Depositor's Yield, and amounts in respect of interest accrued on the -58-
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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; (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; (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 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 -59-
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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. 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 20% of the Original Pool Principal Balance; (xxxix) As of the Cut-off Date, no more than 5% of the Original Pool Principal Balance are Mortgaged Properties located in Maryland subject to ground leases; (xl) 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 (xli) 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 25.26% 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 21.05% of the Original Group 1 Principal Balance are Periodic Payment Loans. Mortgage Loans constituting approximately 22.58% of the Original Group 1 Principal Balance are Mortgage Loans the Mortgage Notes of which provide that the related Mortgagors have the option at any time during the term of the related Mortgage Loan, to use up to 65 payment vouchers, in the aggregate provided to them at origination in order to defer the payment of the principal portion of the corresponding payment and pay only the interest portion due on such payment date. 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 18.52% of the Group 1 Principal Balance are Permanent Buydown Loans. (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 -60-
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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 81.17% 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 7.110% and not more than approximately 16.150%; (x) As of the Cut-off Date, no payment on any Group 1 Mortgage Loan is delinquent for two or more consecutive payments. Two of the Group 1 Mortgage Loans have been delinquent for two consecutive payments on an occasion prior to the Cut-off Date; (xi) No more than approximately 0.56% of the Original Group 1 Principal Balance is secured by Mortgaged Properties located within any single zip code area; (xii) Approximately 83.91% of the Group 1 Original Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, -61-
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approximately 0.60% of the Original Group 1 Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 92.64% of the Original Group 1 Principal Balance is secured by Owner-Occupied Mortgaged Property. Approximately 16.09% of the Original Group 1 Principal Balance is secured by investor properties; (xiii) Approximately 73.37% of the Original Group 1 Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 1.60% of the Group 1 Statistical Principal Balance is secured by units in condominiums. Approximately 11.23% of the Original Group 1 Principal Balance is secured by Manufactured Homes. No more than approximately 9.65% of the Original Group 1 Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 1.40 of the Original Group 1 Principal Balance is secured by units in a planned unit development. Approximately 1.31% of the Original Group 1 Principal Balance is secured by Multifamily Properties, and no more than approximately 0.76% of the Group 1 Statistical Principal Balance is secured by Mixed Use Properties. No more than 0.68% of the Group 1 Statistical Principal Balance is secured by Commercial Properties; (xiv) Not more than 0.50% 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; and (xv) Not more than 25% 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. (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: (i) None of the Mortgage Loans are balloon loans. 100% 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 -62-
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adjustment after an initial six-month, twenty-four month or thirty-six month period. Each Mortgage Loan has an original term to maturity which will not be less than 240 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 3.750% to 10.500% and the weighted average Gross Margin as of the Cut-off Date is approximately 6.768% per annum; (v) Approximately 58.72% 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 6.750% per annum to 14.375% per annum and the weighted average Mortgage Rate as of the Cut-off Date is 10.786% per annum; (vii) Each Mortgage Loan that was originated on or after July 17, 1998, has an initial or next Adjustment Date no later than September 1, 2002; (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 two or more consecutive payments. Except with respect to two of the Group 2 Mortgage Loans, none of the Group 2 Mortgage Loans have been delinquent for two consecutive payments on any occasion prior to the Cut-off Date; (x) No more than approximately 0.66% of the Original Group 2 Principal Balance is secured by Mortgaged Properties located within any single zip code area; (xi) Approximately 87.34% of the Original Group 2 Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, -63-
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0.71% of the Group 2 Mortgage Loans are secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 95.26% of the Original Group 2 Principal Balance is secured by Owner Occupied Mortgaged Property; (xii) Approximately 73.79% of the Original Group 2 Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 1.92% of the Original Group 2 Principal Balance is secured by units in condominiums. No more than approximately 9.90% of the Original Group 2 Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 1.05% of the Original Group 2 Principal Balance is secured by units in planned unit developments. Approximately 13.34% of the Original Group 2 Principal Balance is secured by Manufactured Homes. Approximately 12.66% 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 1.06% 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 3% 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 $3,642,480.56. (ii) The Permanent Buydown Companion Loans have an original term to maturity of 5 years; and (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. -64-
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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 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 Certificate 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 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 -65-
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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 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 Note Insurer, 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 Moody's, S&P 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. -66-
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ARTICLE IV [RESERVED] -67-
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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 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 APay to the order of LaSalle Bank National Association, as Indenture Trustee under the Indenture, dated as of September 1, 1999, Series 1999-3" and (b) complete a restrictive endorsement that reads ALaSalle Bank National Association is the holder of the mortgage note for the benefit of the Noteholders under the Indenture, dated as of September 1, -68-
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1999, Series 1999-3" 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 owing under the related Mortgage Loan. Without limiting the generality of the foregoing, and -69-
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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 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 Insurer, which judgment shall be evidenced by an Officer's Certificate delivered to the Indenture Trustee and the -70-
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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. 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 1999-3", 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 1999-3." 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 Depositor'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; (iii) all Net Liquidation Proceeds; (iv) all Insurance Proceeds; -71-
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(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 Section 5.04 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 Depositor'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 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 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 -72-
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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 withdraw funds necessary for the conservation and disposition of REO Property pursuant to the third paragraph of Section 5.10; (viii) 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 (ix) 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 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. -73-
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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 1999-3." 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. -74-
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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 -75-
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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. 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. -76-
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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. The Servicer shall manage, conserve, protect and operate each REO Property for 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 and shall retain, or withdraw from such amounts, funds necessary for the proper operation, management and maintenance of the related REO Property and the fees of any managing agent acting on behalf of the Servicer. 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 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 -77-
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released to the purchaser of such Mortgage Loan the related Mortgage File and shall execute and 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. 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. Section 5.14 Superior Liens. -78-
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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 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. -79-
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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 1999-3" and with respect to Group 2, "Group 2 Certificate Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 1999-3." 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; and (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). 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: -80-
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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 1999-3", 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 1999-3." 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 -81-
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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; -82-
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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 October 25, 1999 (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. 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 -83-
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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 Business Day 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 -84-
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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 second Business Day 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 -85-
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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 Certificate 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 related Class A Noteholders shall also have received the full amount of the related Class A Remittance Amount with respect to the related Class of Class A Notes (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 Certificates 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: -86-
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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 related 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 related Additional Principal with respect to the Class 1A Notes; (v) 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 (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) any expenses incurred in connection with any third party claims that remain unreimbursed; -87-
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(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) the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 1 previously made by the Servicer and not previously reimbursed; (vii) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 1, if any; (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: (A) the balance of the Remaining Net Excess Spread with respect to Group 1, if any, after payments described in clauses (X)(i) through (vii) above (in proportion to the amount of the Available Funds Cap CarryForward Amount that would have been distributed to such Class 1A Noteholders on such Payment Date); and (B) the Available Funds Cap CarryForward Amount with respect to the Class 1A Notes, if any; and (ix) to the Certificateholders, the balance of the Amount Available with respect to Group 1, 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 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; (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 -88-
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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 related 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 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 (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) any expenses incurred in connection with any third party claims that remain unreimbursed; (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 Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 1 previously made by the Servicer and not previously reimbursed; and (vi) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 1, if any; (vii) to the Class 1A Noteholders until the Class 1A Note Principal Balance has been reduced to zero, the lesser of: (A) the balance of the Remaining Net Excess Spread with respect to Group 1 after payments described in clauses (y)(i) through (vi) above (in proportion to the amount of the Available Funds Cap CarryForward Amount that would have been distributed to such Class 1A Noteholders on such Payment Date); and (B) the Available Funds Cap CarryForward Amount with respect to the Class 1A Notes, if any; and -89-
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(viii) 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 (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. (B) With respect to the Class 2A Certificates 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 related 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 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: -90-
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(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 related Additional Principal with respect to the Class 2A Notes; (v) 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 (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) any expenses incurred in connection with any third party claims that remain unreimbursed; (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 Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed; (vii) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 2, if any; (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, if any, after payments described in clauses (X)(i) through (vii) (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 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: -91-
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(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 Certificates; (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 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 (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) any expenses incurred in connection with any third party claims that remain unreimbursed; (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 Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed; -92-
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(vi) to the Reserve Account, the Excess Overcollateralization Amount with respect to Group 2, if any; (vii) 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 (vi) 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 Certificateholder on such Payment Date); and (B) the Available Funds Cap Carry Forward Amount, if any; and (viii) 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 (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. 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 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) December 27, 1999 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 -93-
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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 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 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 -94-
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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 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; -95-
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(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 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; -96-
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(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 (v) and (vii) 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 sum of all Realized Losses since the Closing Date, 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), 6.04 and 6.06(c) above; (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 December 27, 1999 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 -97-
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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; and (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. 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 -98-
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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 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. 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. (g) Within a reasonable period of time after the Closing Date, the Servicer will provide to the Note Insurer, or its designee, a computer tape or electronic transmission (a "Data Tape"), in a format and containing such of the servicing data maintained by the Servicer with respect to the Mortgage Loans as of the Cut-off Date as shall be mutually agreed to by the Servicer and the Note Insurer (but in any event the Data Tape shall contain the Servicer's Monthly Remittance Report and such other information as the Note Insurer may reasonably request), together with a written explanation (the "Data Dictionary") of each of the data fields included in such Data Tape. Thereafter, on a monthly basis, the Servicer will provide to the Note Insurer, or its designee, a Data -99-
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Tape as of the end of the preceding Due Period, together with a written explanation of any revisions made to the Data Dictionary during the preceding Due Period. The Note Insurer shall have no duty or obligation with respect to the accuracy of the information contained in any Data Tape or in the Data Dictionary. 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 portions of the aggregate amount of Monthly Payments due but not received during the related Due Period (net of the Servicing Fee, the Annual Trustee Expense Amount and, after the Cross-Over Date, the Excess Spread with respect to the related Group), 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 such REO Property at the related Mortgage Rate (net of the Servicing Fee, the Annual Trustee Expense Amount and, after the Cross-Over Date, the Excess Spread with respect to the related Group) 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, the Annual Trustee Expense Amount and, after the Cross-Over Date, the Excess Spread with respect to the related Group) based on the original amortization schedule for such Mortgage Loan, 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 and the Annual Trustee Expense Amount), 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 Certificate 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 -100-
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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 the Annual Trustee Expense Amount, 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]. 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 1999-3" 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 1999-3". 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. All income and gain realized from investment of funds deposited in each Pre-Funding 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. 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: -101-
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(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 December 27, 1999, 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 (vi) to clear and terminate the related Pre-Funding Account upon the earliest to occur of (A) December 27, 1999, (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 1999-3" 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 1999-3." 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. For federal income tax -102-
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purposes, the Seller shall be the owner of the related Interest Coverage Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in each Interest Coverage 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. 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 October 25, 1999 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 10.40766% with respect to Group 1 and 10.78552% 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 November 25, 1999 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 October 1, 1999 at an annual rate equal to 10.40766% with respect to Group 1 and 10.78552% 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. (d) With respect to each Group and on December 27, 1999, 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 October 1, 1999 at an annual rate equal to 10.40766% with respect to Group 1 and 10.78552% 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 -103-
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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) 10.40766% with respect to Group 1 and 10.78552% with respect to Group 2 and (iii) a fraction, the numerator of which is the number of days from the Subsequent Transfer Date to December 27, 1999 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 December 27, 1999 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 December 27, 1999 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. 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 1999-3". The Indenture Trustee shall, (i) in accordance with the Insurance Agreement Supplement (as defined in the Insurance Agreement), promptly upon receipt, deposit in and retain in the Reserve Account the required Reserve Account Deposit set forth in such Insurance Agreement Supplement remitted to the Indenture Trustee by the Seller and (ii) 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. -104-
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(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. 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. -105-
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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. -106-
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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 September 1, 1999, Series 1999-3" 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 September 1, 1999, Series 1999-3" 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. -107-
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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 Depositor'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, S&P, Moody's, 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, 2000, an Officer's Certificate stating that (i) the Servicer has fully -108-
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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, 2000, 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, S&P, Moody's, 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, -109-
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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. -110-
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ARTICLE VIII REPORTS TO BE PROVIDED BY SERVICER Section 8.01 Financial Statements. (a) 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. (b) The Servicer will deliver to the Note Insurer (i) within 45 days of the end of each quarter of each fiscal year, copies of the Thrift Financial Report submitted to the Office of Thrift Supervision, (ii) within 45 days of the end of each quarter of the fiscal year, unaudited copies of the Servicer's consolidated balance sheet and statement of income certified by the chief financial officer of the Servicer as being true, correct and inclusive of adjustments necessary for a fair statement of the results for the interim periods (pursuant to interim accounting and disclosure rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles may be condensed or omitted), and (iii) annually within 30 days of the completion of the audited financial statements of the Servicer, audited copies of the Servicer's consolidated balance sheet and statements of income and cash flows, accompanied by an unqualified opinion thereon of the Servicer's independent public accountants to the effect that such consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently maintained and applied. -111-
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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 -112-
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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 the Riegle Community Development and Regulatory Improvement Act of 1994. 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. 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 -113-
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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 (ii) 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 -114-
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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; -115-
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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. -116-
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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 Servicer by the Indenture Trustee, to the -117-
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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; or (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. (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), (iii), (iv) and (v) above, 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, which consent may not be unreasonably withheld, 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) -118-
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above) from 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), (iii), (iv) and (v) 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. If, however, the Note Insurer fails to exercise or waive any of its rights under this Section 10.01 in respect of such clauses (i), (iii), (iv) and (v), it shall not be deemed to be the Majority Noteholder for such Group for the purposes of such clauses. For the purposes of clause (ii), either the Note Insurer with the consent of the Indenture Trustee or the Majority Noteholders of the related Group(s) affected by such Event of Servicer Default 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 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 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 is the result 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 has occurred and is continuing, whether or not the Servicer has cured such Event of Nonpayment. If the Indenture Trustee and the Note Insurer conclude that the Event of Nonpayment 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 -119-
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the Event of Nonpayment 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, and the basis for such disagreement is not arbitrary or unreasonable, as to the cause of the Event of Nonpayment with respect to such Group, the decision of the Note Insurer 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 Moody's and S&P 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 Sections 5.04(ii), 6.06(c)(A)(X)(v) and (vi) or 6.06(c)(A)(Y)(iv) and (v) with respect to Group 1, or 6.06(c)(B)(X)(v) and (vi) or 6.06(c)(B)(Y)(iv) and (v) with respect to Group 2 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 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 -120-
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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 Depositor'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) 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, which acceptance shall not be unreasonably withheld, 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 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 -121-
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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 Moody's and S&P. Section 10.04 Trigger Event. (a) Upon the determination by the Note Insurer that a Trigger Event with respect to a Group has occurred, the Note Insurer shall give notice of such Trigger Event to the Servicer, the other parties hereto, Moody's and S&P. Upon such determination, the Note Insurer may direct the Indenture Trustee to terminate the Servicer with respect to the related Group. (b) Upon receipt of direction to remove the Servicer with respect to the related Group pursuant to the preceding clause (a), the Indenture Trustee shall notify the Servicer that it has been terminated with respect to such Group and the Servicer shall be terminated with respect to such Group in the same manner as specified in Sections 10.01 and 10.02. -122-
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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. 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. 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. -123-
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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. 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 -124-
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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, the Certificateholders shall be entitled to all 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 Certificateholders for payment. Section 11.02 Seller's Right to Depositor's Yield Absolute. The Seller's right to receive the Depositor'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 Depositor'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 Depositor's Yield, without notice to or the consent of any party of this Agreement or any Securityholder. -125-
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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, 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. -126-
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ARTICLE XIII [RESERVED] -127-
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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. -128-
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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, -129-
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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 n AFC 1999-3, (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, and (vii) in the case of the Note Insurer, Financial Guaranty Insurance Company, 115 Broadway, New York, New York 10006, Attention: Research and Risk Management - AFC Trust Series 1999-3. 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. Section 14.07 Severability of Provisions. -130-
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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 hereunder with respect to such Group remain unpaid, the Note Insurer's rights hereunder with respect to such Group shall terminate. -131-
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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 -132-
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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 the term of this Agreement. Without limiting the generality of the foregoing, the Servicer shall file, -133-
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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. -134-
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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 C. Bracken ----------------------------------- Name: William C. Bracken Title: Chief Financial Officer Senior Vice President AFC TRUST SERIES 1999-3, 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/ Shashank Mishra ----------------------------------- Name: Shashank Mishra Title: First Vice President
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STATE OF ILLINOIS ) ) ss.: COUNTY OF ) On the __ day of September, 1999 before me, a Notary Public in and for the State of Illinois, personally appeared William C. Bracken known to me to be a 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 ) ) ss.: COUNTY OF ) On the __ day of September, 1999 before me, a Notary Public in and for the State of Illinois, personally appeared Shashank Mishra known to me to be a First Vice President 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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STATE OF ) ) ss.: COUNTY OF ) On the __ day of September, 1999 before me, a Notary Public in and for the State of __________ 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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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, 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 September 1, 1999, Series 1999-3] 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; 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
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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 September 1, 1999, among Superior Bank FSB, as seller ("Seller") and servicer (the "Servicer"), AFC Trust Series 1999-3 (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 1999-3" and "Group 2 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series 1999-3." 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 E [RESERVED]
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EXHIBIT F FORM OF INDENTURE TRUSTEE INITIAL CERTIFICATION ______________, 19__ [Note Insurer] [Servicer] [Purchaser] [Seller] Re: Sale and Servicing Agreement, dated as of September 1, 1999 (the "Sale and Servicing Agreement"), among AFC Trust Series 1999-3, 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. 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: ________________________
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EXHIBIT F-1 FORM OF INDENTURE TRUSTEE INTERIM CERTIFICATION ______________, 19__ [Note Insurer] [Seller] [Servicer] Re: Sale and Servicing Agreement, dated as of September 1, 1999 (the "Sale and Servicing Agreement"), among AFC Trust Series 1999-3, 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 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.
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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 G FORM OF INDENTURE TRUSTEE FINAL CERTIFICATION _____________, 19__ [Note Insurer] [Servicer] [Seller] Re: Sale and Servicing Agreement, dated as of September 1, 1999 (the "Sale and Servicing Agreement"), among AFC Trust Series 1999-3, 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 1999-3 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, 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 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 H-1 MORTGAGE LOAN SCHEDULE FOR GROUP 1
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 1 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 800789190 TEAGLE ROY E 548 WEST STEELS CORNER ROA CUYAHOGA FA OH 44221 243-01 901 800829723 LAYTIN JEFFREY 91 ELY BROOK EAST HAMPTO NY 11937 243-01 901 800940967 LAMBERT EDDIE J 1243 WHELAN PLACE RAHWAY NJ 07065 243-01 901 801006131 CRUZ MIGUEL 151-69 135TH AVENUE JAMAICA NY 11434 243-01 901 801013954 BEKEMEYER PAUL E 2406 WILSON STREET INVERNESS FL 34453 243-01 901 801017260 CHAMBERS KATHI 102 WEST 22ND STREET CHESTER PA 19013 243-01 901 801041963 SURRENCY KEVIN W 9690 WEST HAWTHORNE STREET CRYSTAL RIV FL 34428 243-01 901 801421496 DAHLIN DANIEL A 268 SNIPES POND ROAD AIKEN SC 29801 243-01 901 801483769 ROMERO MARIA M 686 688 WOODEND ROAD STRATFORD CT 06497 243-01 901 801514563 DUJETS VINCENT 3653 SANDFIDDLER ROAD VIRGINIA BE VA 23456 243-01 901 801551904 KASSAB DANNY A 360 AVENUE W BROOKLYN NY 11223 243-01 901 801590811 WIENCKOWSKI LEA 210 LINCOLN AVENUE SEASIDE HEI NJ 08751 243-01 901 801604380 MARCHIANO LORRI 317 NEW ROAD NORTHFIELD NJ 08225 243-01 901 801610320 AGNOR ELWOOD 289 FIELD LANE BUMPASS VA 23024 243-01 901 801610783 SILLA MICHAEL 4083 TONWANDA CREEK ROAD PENNEDELTON NY 14094 243-01 901 801611542 BUNTING JOSEPH JR 5805 STANTONSBURG ROAD FARMVILLE NC 27828 243-01 901 801611823 HUDSON JOHN T 1162 SIMPSON STREET ATLANTA GA 30314 243-01 901 801612540 PERSON GEORGE L 125 31ST STREET HERMOSA BEA CA 90254 243-01 901 801642695 RATTRAY VERENA 328 BREEZEPORT ROAD HORSEHEADS NY 14845 243-01 901 801646621 DEE NELSON Y 1808 CHABOT COURT LOS BANOS CA 93635 243-01 901 801652298 WENZEL KAREN 201 PARK AVENUE WILLISTON P NY 11596 243-01 901 801654252 WOLLINGER WILLIAM 70 COUNTRY CLUB WAY IPSWICH MA 01938 243-01 901 801672361 ROSE LARRY G 1765 BRIDGEWATER DRIVE CONWAY SC 29526 243-01 901 801674052 MELESKO HELEN M 16 18 RIDGE STREET MANCHESTER CT 06040 243-01 901 801675745 SMITH LORI 254 SEMINOLE TRAIL ROAD COWPENS SC 29330 243-01 901 801683855 MULLINS NORVILLE 29038 TWP ROAD 26 WARSAW OH 43844 243-01 901 801713082 MCCLORY MONA C 39 BENTLEY DRIVE FRANKLIN LA NJ 07417 243-01 901 801720475 MCINTOSH HERMAN S 948 EAST 93RD STREET BROOKLYN NY 11236 243-01 901 801722075 BOOKER TYISHA 180 NOSTRAND AVENUE BROOKLYN NY 11205 243-01 901 801728213 RISNER DAVID A 5915 SILVER LEAF ROAD SAN JOSE CA 95138 243-01 901 801755778 TAYLOR STANLEY W 3714 SUNNYSIDE ROAD EAST NEW MA MD 21631 243-01 901 801755919 LEWIS ERNEST 115 44 LINCOLN STREET SOUTH OZONE NY 11420 243-01 901 801761495 JENNINGS EDDIE 130 CAROLEEN ST CAROLEEN NC 28019 243-01 901 801764317 SCHITZLER PAMELA 4919 SOUTHWEST 64TH STREET GAINESVILLE FL 32608 243-01 901 801764424 WALTER BRIAN L 365 WASHINGTON STREET PETERSBURG PA 16669 243-01 901 801781451 POYFAIR ALTON R 2 RURAL STREET MAYFIELD NY 12117 243-01 901 801783663 ROMEY RYAN M 2903 LARWILL ROAD FORT WAYNE IN 46803 243-01 901 801792813 FERRARI KNUT CLAIRE P 184 SOUNDVIEW ROAD HUNTINGTON NY 11743 243-01 901 801795097 THOMPSON SCOTT 10351 SALEM HOLLOW RD NEW STRAITS OH 43766 243-01 901 801800491 MURPHY IVORY JOE 956 SUNBURY DRIVE FAYETTEVILL NC 28311 243-01 901 801818659 WATSON LARRY 834 NORTH VERMONT STREET LAKELAND FL 33801 243-01 901 801818790 WATSON LARRY 836 NORTH VERMONT AVENUE LAKELAND FL 33801 243-01 901 801825175 FORBES KATHERINE 806 STREAMVIEW STREET WALNUT CA 91789 243-01 901 801825894 CARMER DAVID J 6304 DALE ROAD NEWFANE NY 14108 243-01 901 801847872 WIMBUSH ERNESTINE 65 CARDINAL LANE HENDERSON NC 27536 243-01 901 801848961 BARANEK MICHAEL 42 PEARL AVENUE HOLTSVILLE NY 11742 243-01 901 801854910 HUNT TONY R 206 BREEDEN STREET BENNETTSVIL SC 29512 243-01 902 801859877 PIETERS ROSETTA 20105 LINDEN BOULEVARD SAINT ALBAN NY 11412 243-01 901 801862731 GLOVER JOHNNY M 1717 COLLINSVILLE AVE MADISON IL 62060 243-01 901 801862822 SWATZELL JOSEPH 500 TEAGUE ROAD CHUCKEY TN 37641 243-01 901 801863911 VENEZIA ROSE MARIE C 132 GERVIL STREET STATEN ISLA NY 10309 243-01 901 801870635 BOONE KEVIN C 1425 PERRY AVENUE HENDERSON NC 27536 243-01 901 801871591 BLACKMUR STANLEY R 3 BARNES ROAD HINGHAM MA 02043 243-01 901 801872284 PARRILLA JOHN A 2377 ELYRIA AVE LORAIN OH 44052 243-01 902 801874983 ROPER WILTON A 4809 E TEXAS BOSSIER CIT LA 71111 243-01 901 801879917 ROBERTS CLARENCE L 116 SPRING STREET BELLEFONTAI OH 43311 243-01 901 801881251 BOULWARE CURTIS RT 1 BOX 36 RIDGEWAY SC 29130 243-01 902 801883224 CAMPBELL LINDSAY 4130 BRONXWOOD AVENUE BRONX NY 10469 243-01 901 801886011 CHINAULT MICHAEL 13047 GREENGULF BOULEVARD PUNTA GORDA FL 33955 243-01 902 801890963 DURAN ESMERALDA M 4100 4104 4106 TEJON ST DENVER CO 80211 243-01 901 801894833 DANILCZYK HELEN 1 DAHLIA ROAD SULPHUR SPR NY 12787 243-01 901 801908393 CARPENTER DIANA 2607 GOLDWYN DRIVE RUSKIN FL 33570 243-01 901 801914110 LOGAN LARRY RT 1 BOX 829 B MANNING SC 29102 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 800789190 66,000.00 62,605.52 0.00 06/08/1998 05/08/2013 164.19 12/08/99 66.0 243-01 901 800829723 63,900.00 61,653.46 0.00 07/01/1998 06/01/2013 165.00 10/01/99 74.9 243-01 901 800940967 97,000.00 96,775.55 0.00 10/01/1998 09/01/2013 168.00 09/01/99 69.2 243-01 901 801006131 160,100.00 159,335.62 0.00 11/20/1998 10/20/2028 349.61 08/20/99 84.2 243-01 901 801013954 55,700.00 52,323.31 0.00 10/01/1998 09/01/2013 168.00 11/01/99 64.0 243-01 901 801017260 37,867.00 37,867.00 0.00 09/07/1998 08/07/2028 347.18 09/07/99 84.9 243-01 901 801041963 54,000.00 53,479.01 0.00 10/01/1998 09/01/2028 348.00 09/01/99 85.7 243-01 901 801421496 71,825.00 71,611.49 0.00 02/01/1999 01/01/2029 352.00 09/01/99 85.0 243-01 901 801483769 93,750.00 93,504.31 0.00 03/18/1999 02/18/2014 173.59 09/18/99 75.0 243-01 901 801514563 20,700.00 20,263.27 0.00 05/20/1999 04/20/2014 175.59 10/20/99 85.0 243-01 901 801551904 112,000.00 111,974.39 0.00 08/01/1999 07/01/2014 178.00 09/01/99 69.7 243-01 901 801590811 56,000.00 55,955.06 0.00 05/01/1999 04/01/2014 175.00 09/01/99 80.0 243-01 901 801604380 57,375.00 57,319.29 0.00 05/05/1999 04/05/2014 175.10 09/05/99 75.0 243-01 901 801610320 37,400.00 36,907.49 0.00 04/02/1999 03/02/2014 173.98 10/02/99 85.0 243-01 901 801610783 61,000.00 61,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 79.5 243-01 901 801611542 55,655.00 55,646.74 0.00 04/26/1999 03/26/2014 174.77 08/26/99 73.0 243-01 901 801611823 32,000.00 32,000.00 0.00 07/21/1999 06/21/2029 357.63 08/21/99 67.3 243-01 901 801612540 157,000.00 156,515.43 0.00 05/01/1999 04/01/2014 175.00 10/01/99 61.4 243-01 901 801642695 68,250.00 67,969.00 0.00 05/15/1999 04/21/2019 235.43 09/21/99 65.0 243-01 901 801646621 40,000.00 39,790.42 0.00 08/01/1999 07/01/2014 178.00 10/01/99 77.4 243-01 901 801652298 100,000.00 98,832.61 0.00 06/01/1999 05/01/2014 176.00 10/01/99 43.4 243-01 901 801654252 99,500.00 98,510.63 0.00 05/01/1999 04/01/2019 235.00 09/01/99 79.8 243-01 901 801672361 88,200.00 88,200.00 0.00 08/01/1999 07/01/2029 358.00 09/01/99 85.7 243-01 901 801674052 16,000.00 16,000.00 0.00 04/02/1999 03/02/2014 173.98 08/02/99 73.0 243-01 901 801675745 34,500.00 34,077.73 0.00 05/14/1999 04/14/2014 175.40 09/14/99 75.0 243-01 901 801683855 55,800.00 55,800.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 58.1 243-01 901 801713082 58,200.00 58,180.06 0.00 06/03/1999 05/03/2014 176.02 09/03/99 54.9 243-01 901 801720475 327,250.00 327,250.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 85.0 243-01 901 801722075 110,000.00 109,912.76 0.00 06/01/1999 05/01/2014 176.00 09/01/99 85.9 243-01 901 801728213 55,950.00 55,716.24 0.00 06/06/1999 05/06/2014 176.12 09/06/99 85.0 243-01 901 801755778 434,200.00 434,200.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 85.9 243-01 901 801755919 202,500.00 202,439.43 0.00 06/01/1999 05/01/2014 176.00 09/01/99 90.0 243-01 901 801761495 27,000.00 26,927.64 0.00 05/26/1999 04/26/2014 175.79 08/26/99 60.8 243-01 901 801764317 9,450.00 9,450.00 0.00 09/18/1999 08/18/2009 119.54 09/18/99 90.0 243-01 901 801764424 26,910.00 26,910.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 90.0 243-01 901 801781451 19,600.00 19,533.62 0.00 07/15/1999 06/15/2009 117.44 08/15/99 70.0 243-01 901 801783663 28,000.00 28,000.00 0.00 09/05/1999 08/05/2029 359.11 09/05/99 80.0 243-01 901 801792813 22,000.00 21,838.79 0.00 05/26/1999 04/26/2019 235.79 09/26/99 51.6 243-01 901 801795097 28,000.00 27,980.71 0.00 09/03/1999 08/03/2014 179.05 11/03/99 80.0 243-01 901 801800491 71,400.00 71,382.32 0.00 06/04/1999 05/04/2029 356.05 08/04/99 85.0 243-01 901 801818659 21,200.00 21,200.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 801818790 13,440.00 13,440.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 801825175 66,000.00 65,985.74 0.00 07/01/1999 06/01/2014 177.00 09/01/99 84.6 243-01 901 801825894 36,000.00 35,533.91 0.00 10/01/1999 09/01/2019 240.00 10/01/99 77.1 243-01 901 801847872 88,000.00 88,000.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 80.0 243-01 901 801848961 46,500.00 46,213.54 0.00 05/14/1999 04/14/2014 175.40 09/14/99 89.0 243-01 901 801854910 26,800.00 26,775.84 0.00 06/28/1999 05/28/2014 176.84 09/28/99 80.0 243-01 902 801859877 122,500.00 122,500.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 70.0 243-01 901 801862731 31,500.00 31,446.98 0.00 09/06/1999 08/06/2014 179.15 10/06/99 90.0 243-01 901 801862822 39,000.00 38,793.76 0.00 07/08/1999 06/08/2014 177.21 09/08/99 75.0 243-01 901 801863911 15,000.00 15,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 13.6 243-01 901 801870635 44,200.00 44,075.45 0.00 06/26/1999 05/26/2029 356.78 09/26/99 68.0 243-01 901 801871591 41,500.00 41,413.98 0.00 08/26/1999 07/26/2014 178.78 09/26/99 89.9 243-01 901 801872284 47,250.00 47,250.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 75.0 243-01 902 801874983 396,000.00 396,000.00 0.00 09/01/1999 08/01/2019 239.00 09/01/99 60.0 243-01 901 801879917 48,600.00 44,910.01 0.00 08/01/1999 07/01/2029 358.00 10/01/99 90.0 243-01 901 801881251 34,125.00 34,052.18 0.00 08/02/1999 07/02/2014 177.99 10/02/99 75.0 243-01 902 801883224 189,000.00 189,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 70.0 243-01 901 801886011 35,700.00 35,629.38 0.00 08/09/1999 07/09/2024 298.22 09/09/99 85.0 243-01 902 801890963 180,000.00 180,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 61.0 243-01 901 801894833 115,600.00 115,600.00 0.00 09/04/1999 08/04/2014 179.08 09/04/99 85.0 243-01 901 801908393 48,600.00 48,519.52 0.00 08/14/1999 07/14/2024 298.39 09/14/99 90.0 243-01 901 801914110 64,600.00 64,600.00 0.00 09/06/1999 08/06/2014 179.15 09/06/99 85.0 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin ------------------------------------------------------------- 243-01 901 800789190 7.500 461.48 243-01 901 800829723 11.650 752.58 243-01 901 800940967 11.750 979.13 243-01 901 801006131 8.750 1,259.51 243-01 901 801013954 7.500 516.35 243-01 901 801017260 11.250 367.79 243-01 901 801041963 8.150 401.89 243-01 901 801421496 13.700 834.01 243-01 901 801483769 12.650 1,011.48 243-01 901 801514563 11.600 243.13 243-01 901 801551904 13.000 1,238.94 243-01 901 801590811 12.350 591.15 243-01 901 801604380 10.950 544.23 243-01 901 801610320 12.750 467.07 243-01 901 801610783 11.150 635.87 243-01 901 801611542 10.600 513.26 243-01 901 801611823 11.550 318.11 243-01 901 801612540 11.200 1,518.93 243-01 901 801642695 14.240 860.63 243-01 901 801646621 12.100 482.64 243-01 901 801652298 9.400 833.57 243-01 901 801654252 11.050 1,030.42 243-01 901 801672361 13.150 986.02 243-01 901 801674052 13.500 207.74 243-01 901 801675745 9.500 360.26 243-01 901 801683855 9.400 516.49 243-01 901 801713082 14.290 702.98 243-01 901 801720475 12.500 3,492.60 243-01 901 801722075 12.400 1,165.45 243-01 901 801728213 11.600 657.16 243-01 901 801755778 10.975 4,126.79 243-01 901 801755919 11.800 2,051.82 243-01 901 801761495 13.000 341.62 243-01 901 801764317 10.900 129.64 243-01 901 801764424 10.700 250.19 243-01 901 801781451 16.150 330.16 243-01 901 801783663 10.250 250.91 243-01 901 801792813 11.750 238.42 243-01 901 801795097 10.850 263.48 243-01 901 801800491 12.650 770.35 243-01 901 801818659 10.150 188.40 243-01 901 801818790 10.150 119.44 243-01 901 801825175 13.250 743.01 243-01 901 801825894 13.600 437.25 243-01 901 801847872 11.600 878.18 243-01 901 801848961 10.990 528.23 243-01 901 801854910 12.250 280.84 243-01 902 801859877 12.950 1,545.89 243-01 901 801862731 10.900 297.60 243-01 901 801862822 13.600 508.94 243-01 901 801863911 11.250 172.85 243-01 901 801870635 12.650 476.88 243-01 901 801871591 12.375 508.13 243-01 901 801872284 12.000 486.02 243-01 902 801874983 12.350 4,457.31 243-01 901 801879917 11.150 433.65 243-01 901 801881251 12.750 370.83 243-01 902 801883224 12.250 1,980.52 243-01 901 801886011 11.750 369.42 243-01 902 801890963 11.450 1,775.66 243-01 901 801894833 12.000 1,189.08 243-01 901 801908393 12.250 520.87 243-01 901 801914110 10.750 603.03
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 2 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 801914508 LOWE KEVIN 11794 RIVERDALE REDFORD TWP MI 48239 243-01 901 801914979 POTTER DAVID 107-109 COLUMBIA STREET ELMIRA NY 14901 243-01 901 801918970 TISH PETER D 180 PURDY STREET KILLBUCK OH 44637 243-01 901 801919804 KINCADE RONALD LEE 2461 ANDORRA NAVARRE FL 32566 243-01 901 801926015 NELSON VERA 5735 LAKEVIEW DETROIT MI 48213 243-01 901 801941519 WIGGINS BERNARD 226228 ALEXANDER STREET NEWARK NJ 07106 243-01 901 801946070 PHAM DUNG V 5139 WARWICK ROAD RICHMOND VA 23224 243-01 901 801946682 LINK BRIAN 1012 CHURCH STREET BOHEMIA NY 11716 243-01 901 801950817 SWEIGART DALE L 6503 NORTH MORTON POINT HERNANDO FL 34442 243-01 901 801951021 CHERRY JOSEPH 2336 LIBERTY AVE TERRE HAUTE IN 47807 243-01 902 801959172 FUHRER ABRAHAM 2632 2638 W FRANCIS PLACE CHICAGO IL 60647 243-01 901 801959214 GARRISON RANDY 35A ROUTE 2 CROGHAN NY 13620 243-01 901 801960196 STOUT PHILLIP A RR1 BOX 1568 MOSCOW PA 18444 243-01 901 801960568 CAULEY JAMES 4682 HIGHWAY 258 SOUTH KINSTON NC 28504 243-01 901 801961905 COLBERT DONALD 14400 VAN SKEKLE GREGORY MI 48137 243-01 901 801967241 AFFATATO CHARLES 53 ROGER DRIVE PORT WASHIN NY 11050 243-01 901 801967563 ZIELINSKI EDWIN J 17 PARK PLACE NEWBURGH NY 12550 243-01 901 801967837 SMITH ANNA M RR2 BOX 354 C WORTHINGTON IN 47471 243-01 901 801970021 LOUIS LEVY 245 E 93RD STREET UNIT 23A NEW YORK NY 10128 243-01 901 801970849 JONES PETER 1085 GROVE STREET IRVINGTON NJ 07111 243-01 901 801971664 DURANT RICHARD E LOT E HWY 453 AIRPORT RD MCCORMICK SC 29824 243-01 901 801979733 HENTGES RANDOL D 1950 HELMLY TERRACE DELTONA FL 32725 243-01 901 801980178 STEVENS CHRIS 213 NORTH OLIVER CHARLOTTE MI 48813 243-01 901 801984816 RODGERS ROSA 3839 VALPARISO CIRCLE DECATUR GA 30034 243-01 901 801987280 VALLONE THOMAS J 45 WAUGH STREET LOWELL MA 01850 243-01 901 801998220 ANDERSON BEULAH 317 3RD STREET AUBURNDALE FL 33823 243-01 901 802002204 ADAMSON RICHARD D SR 4646 HOWLAND ROAD ALMONT MI 48146 243-01 901 802003160 MURPHY RONALD E 16 MARSHALL STREET POUGHKEEPSI NY 12601 243-01 901 802005058 CRAMER T C 40932 SUTORUS ROAD ZEPHRYHILLS FL 33540 243-01 901 802006890 JENERETTE SHANNON 224 SMITHFIELD CIRCLE ELGIN SC 29045 243-01 901 802009217 MCAFFEE ELIJAH M 4050 11TH AVENUE SOUTH ST PETERSBU FL 33711 243-01 901 802016840 FURTICK CHARLES 133 KURT FAN LANE NORWAY SC 29113 243-01 901 802017632 CALDWELL WILLIAM 9505 MARANATHA WAY LAS CRUCES NM 88005 243-01 901 802024760 DIXON ANTHONY 277 OAK HILL LOOP ROAD HENDERSON NC 27536 243-01 901 802025940 CHUANG LORI LON-CHIN 20504 WESTHOFF WAY WALNUT CA 91789 243-01 901 802030098 BOHANNON EUGENE 7360 WICKLOW LANE WILHOIT AZ 86332 243-01 901 802037267 HOLM PAUL R 24 SKYLAR DRIVE HOLTSVILLE NY 11742 243-01 901 802037523 GIVENS DENNIS R 1624 SITTING BULL DRIVE TERRE HAUTE IN 47802 243-01 901 802040477 O NEAL WILBUR C 49 ROSEWOOD ROAD CRAWFORDVIL FL 32327 243-01 901 802041020 HADSHIAN PAUL 2842 EAST 197TH STREET BRONX NY 10461 243-01 901 802041418 UPSHER PATRICIA 2925 MONTGOMERY DETROIT MI 48206 243-01 901 802041731 BARTON CRAIG 16602 KOLLIN AVE CLEVELAND OH 44128 243-01 901 802042002 FARLEY KIMBERLY 1107 SYCAMORE STREET ANDERSON IN 46016 243-01 901 802042762 CLARK DORINDA 445 BRAMMER SPUR ROAD WOOLWINE VA 24185 243-01 901 802047522 OBRYANT CHARLES M 104 ROSEWOOD DRIVE WALTERBORO SC 29488 243-01 901 802048074 NGUYEN TUYEN TRUNG 2314 W ADAMS STREET SANTA ANA CA 92704 243-01 901 802049809 ANTOSH GALE 41 PARK PLACE BOROUGH OF PA 18704 243-01 901 802051201 GUBBEI RONALD SCOTT 528 JACKSON ROAD ATCO NJ 08004 243-01 901 802051854 BOYD JAMES 3265 EAST 132ND ST CLEVELAND OH 44120 243-01 901 802051987 LEE SUZANA S 165 JONATHAN DRIVE NORTH WHALE PA 19454 243-01 901 802052043 BURLESON BOBBY 276 GR TUCKER ROAD HARLEM GA 30814 243-01 901 802052456 SCOTT DOROTHY 137 SOMBRERO LANE HENDERSON NC 27536 243-01 901 802053827 TILLEY LEQUITTA RITA 110 DRUMMER AVENUE DAYTON OH 45403 243-01 901 802055400 SANTILLAN CONCEPCION E 2400 ASHURST ROAD UNIVERSITY OH 44118 243-01 901 802055491 ELLIS HAZEL 1072 NELSON AVENUE BRONX NY 10452 243-01 901 802056812 SANDELIN THOMAS 19172 PELKEY DETROIT MI 48205 243-01 901 802058107 NELSON GEORGE D RT 7 BOX 17JC MANNING SC 29102 243-01 901 802058743 DAWSON ANTONIO 250 DANIELS WAY DOUGLAS GA 31533 243-01 901 802062208 HARRELL MAGGIE MARTIN 709 HOPE AVENUE DURHAM NC 27707 243-01 901 802064386 MORRIS SHEILA K 1203 1HALF HARLEM STREET TALLAHASSEE FL 32304 243-01 902 802067181 HENDERSON MAE P 174 76 N LACROSSE CHICAGO IL 60651 243-01 901 802068775 ODEL PAMELA S 436 LEWIS STREET EUBANK KY 42567 243-01 901 802072256 MARINO JOHN 17 GLEN BLVD ATLANTIC HI NJ 07716 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 801914508 51,600.00 51,600.00 0.00 08/20/1999 07/20/2014 178.59 08/20/99 62.1 243-01 901 801914979 57,400.00 57,400.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 80.8 243-01 901 801918970 73,100.00 73,100.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 85.0 243-01 901 801919804 34,400.00 33,068.30 0.00 09/23/1999 08/23/2024 299.70 12/23/99 80.0 243-01 901 801926015 35,000.00 34,921.80 0.00 07/28/1999 06/28/2014 177.86 08/28/99 55.5 243-01 901 801941519 39,000.00 39,000.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 29.3 243-01 901 801946070 48,000.00 48,000.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 80.0 243-01 901 801946682 112,000.00 112,000.00 0.00 09/06/1999 08/06/2029 359.15 09/06/99 69.1 243-01 901 801950817 14,700.00 14,700.00 0.00 09/11/1999 08/11/2009 119.31 09/11/99 70.0 243-01 901 801951021 30,000.00 30,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 75.0 243-01 902 801959172 195,000.00 195,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 59.0 243-01 901 801959214 38,500.00 38,477.62 0.00 07/07/1999 06/07/2014 177.17 09/07/99 50.6 243-01 901 801960196 60,400.00 60,400.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 801960568 32,300.00 32,184.30 0.00 07/22/1999 06/22/2024 297.67 09/22/99 85.0 243-01 901 801961905 111,300.00 111,151.88 0.00 07/22/1999 06/22/2029 357.67 09/22/99 84.9 243-01 901 801967241 199,000.00 198,236.44 0.00 07/01/1999 06/01/2014 177.00 09/01/99 83.8 243-01 901 801967563 111,600.00 111,600.00 0.00 08/16/1999 07/16/2014 178.45 08/16/99 80.9 243-01 901 801967837 32,725.00 32,725.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 85.0 243-01 901 801970021 65,000.00 65,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 64.4 243-01 901 801970849 121,500.00 121,466.38 0.00 08/01/1999 07/01/2014 178.00 09/01/99 90.0 243-01 901 801971664 61,000.00 61,000.00 0.00 09/13/1999 08/13/2029 359.38 09/13/99 65.5 243-01 901 801979733 64,500.00 64,500.00 0.00 09/06/1999 08/06/2014 179.15 09/06/99 77.7 243-01 901 801980178 50,000.00 49,930.46 0.00 09/04/1999 08/04/2014 179.08 10/04/99 64.1 243-01 901 801984816 78,200.00 78,200.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 85.0 243-01 901 801987280 93,600.00 93,600.00 0.00 08/20/1999 07/20/2029 358.59 08/20/99 80.0 243-01 901 801998220 27,750.00 27,750.00 0.00 09/27/1999 08/27/2029 359.84 09/27/99 75.0 243-01 901 802002204 112,800.00 112,800.00 0.00 08/07/1999 07/07/2014 178.16 08/07/99 80.0 243-01 901 802003160 57,000.00 56,989.00 0.00 07/21/1999 06/21/2029 357.63 08/21/99 75.0 243-01 901 802005058 104,000.00 104,000.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 80.0 243-01 901 802006890 56,100.00 55,953.26 0.00 07/16/1999 06/16/2019 237.47 08/16/99 85.0 243-01 901 802009217 36,560.00 36,560.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 80.0 243-01 901 802016840 55,250.00 55,250.00 0.00 09/04/1999 08/04/2029 359.08 09/04/99 82.4 243-01 901 802017632 50,400.00 50,400.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 80.0 243-01 901 802024760 77,600.00 77,600.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 802025940 50,000.00 50,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 66.7 243-01 901 802030098 30,900.00 30,900.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 41.2 243-01 901 802037267 37,000.00 37,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 20.3 243-01 901 802037523 104,000.00 104,000.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 80.0 243-01 901 802040477 75,600.00 75,495.31 0.00 09/03/1999 08/03/2014 179.05 10/03/99 90.0 243-01 901 802041020 261,000.00 260,845.66 0.00 07/15/1999 06/15/2029 357.44 09/15/99 90.0 243-01 901 802041418 28,500.00 28,500.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 75.0 243-01 901 802041731 64,350.00 64,350.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 90.0 243-01 901 802042002 29,750.00 29,750.00 0.00 09/25/1999 08/25/2029 179.77 09/25/99 74.3 243-01 901 802042762 26,500.00 26,500.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 58.8 243-01 901 802047522 50,400.00 50,324.80 0.00 07/23/1999 06/23/2019 237.70 09/23/99 70.0 243-01 901 802048074 47,000.00 47,000.00 0.00 09/04/1999 08/04/2019 239.08 09/04/99 90.0 243-01 901 802049809 34,500.00 34,500.00 0.00 09/11/1999 08/11/2029 359.31 09/11/99 39.4 243-01 901 802051201 10,750.00 10,675.07 0.00 08/08/1999 07/08/2019 238.19 10/08/99 85.9 243-01 901 802051854 61,600.00 61,600.00 0.00 09/19/1999 08/19/2029 359.57 09/19/99 80.0 243-01 901 802051987 101,250.00 101,125.90 0.00 08/15/1999 07/15/2019 238.42 09/15/99 75.0 243-01 901 802052043 45,600.00 45,512.77 0.00 08/01/1999 07/01/2014 178.00 09/01/99 80.0 243-01 901 802052456 93,600.00 93,600.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 90.0 243-01 901 802053827 53,865.00 53,865.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 89.7 243-01 901 802055400 112,000.00 112,000.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 78.8 243-01 901 802055491 162,000.00 162,000.00 0.00 09/09/1999 08/09/2014 179.24 09/09/99 90.0 243-01 901 802056812 37,000.00 37,000.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 66.0 243-01 901 802058107 80,100.00 80,100.00 0.00 10/01/1999 09/01/2029 180.00 10/01/99 90.0 243-01 901 802058743 56,000.00 56,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 80.0 243-01 901 802062208 36,000.00 36,000.00 0.00 08/02/1999 07/02/2019 237.99 09/02/99 55.3 243-01 901 802064386 36,800.00 36,800.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 80.0 243-01 902 802067181 93,500.00 93,500.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 69.9 243-01 901 802068775 16,150.00 16,150.00 0.00 09/19/1999 08/19/2009 119.57 09/19/99 85.0 243-01 901 802072256 223,125.00 223,125.00 0.00 08/12/1999 07/12/2014 178.32 08/12/99 81.1 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin ------------------------------------------------------------ 243-01 901 801914508 10.900 487.50 243-01 901 801914979 12.350 605.93 243-01 901 801918970 9.900 636.11 243-01 901 801919804 11.750 355.97 243-01 901 801926015 10.830 394.08 243-01 901 801941519 12.600 483.22 243-01 901 801946070 10.850 541.05 243-01 901 801946682 12.850 1,225.83 243-01 901 801950817 13.750 226.04 243-01 901 801951021 12.100 310.89 243-01 902 801959172 13.850 2,287.37 243-01 901 801959214 11.950 394.53 243-01 901 801960196 10.750 563.82 243-01 901 801960568 9.960 292.60 243-01 901 801961905 12.980 1,229.46 243-01 901 801967241 12.500 2,123.84 243-01 901 801967563 13.400 1,269.50 243-01 901 801967837 10.650 364.79 243-01 901 801970021 12.950 716.49 243-01 901 801970849 12.150 1,263.81 243-01 901 801971664 8.900 486.44 243-01 901 801979733 13.300 728.65 243-01 901 801980178 11.250 485.64 243-01 901 801984816 12.600 840.67 243-01 901 801987280 9.350 776.82 243-01 901 801998220 12.250 290.79 243-01 901 802002204 12.950 1,243.39 243-01 901 802003160 14.000 675.38 243-01 901 802005058 13.650 1,203.51 243-01 901 802006890 12.900 653.26 243-01 901 802009217 13.550 420.20 243-01 901 802016840 12.250 578.96 243-01 901 802017632 12.950 555.56 243-01 901 802024760 13.600 894.95 243-01 901 802025940 11.100 479.94 243-01 901 802030098 10.300 337.75 243-01 901 802037267 11.300 427.54 243-01 901 802037523 12.000 1,069.76 243-01 901 802040477 10.900 714.25 243-01 901 802041020 11.875 2,659.59 243-01 901 802041418 11.875 339.76 243-01 901 802041731 11.150 620.12 243-01 901 802042002 11.100 285.57 243-01 901 802042762 11.850 315.49 243-01 901 802047522 10.000 486.37 243-01 901 802048074 11.750 509.34 243-01 901 802049809 11.550 342.97 243-01 901 802051201 12.500 122.14 243-01 901 802051854 12.750 669.40 243-01 901 802051987 10.550 1,014.26 243-01 901 802052043 12.475 561.29 243-01 901 802052456 10.400 849.21 243-01 901 802053827 12.500 574.88 243-01 901 802055400 8.750 881.10 243-01 901 802055491 12.150 1,685.08 243-01 901 802056812 11.600 369.23 243-01 901 802058107 9.150 653.17 243-01 901 802058743 11.600 558.84 243-01 901 802062208 10.550 360.63 243-01 901 802064386 12.750 399.90 243-01 902 802067181 14.450 1,141.24 243-01 901 802068775 11.000 222.47 243-01 901 802072256 12.500 2,381.32
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 3 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code ---------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802073437 VAJAS JOHN K 113 LENNOX AVENUE PATERSON NJ 07502 243-01 901 802074203 COOK MARGARET M 519 GUYS RUN ROAD PITTSBURGH PA 15238 243-01 901 802075051 HAWKINS DUSTIN J 3269 OLD STATE ROAD 446 BLOOMINGTON IN 47401 243-01 901 802075192 WUSYK RONALD A 17510 MAGGIE COURT SPRING HILL FL 34610 243-01 901 802075234 FARMER BARBARA 2810 NORTHWEST 3RD TERRACE OCALA FL 34471 243-01 901 802076778 WILSON R EUGENE RD 1 BOX 399 CREEKSIDE PA 15732 243-01 901 802079780 CHAPMAN KENNETH 3905 GLENOAK DRIVE LAKELAND FL 33810 243-01 901 802080192 LACKEY JAMES C 3742 CACTUS LANE JACKSONVILL FL 32207 243-01 901 802081794 VALLONE THOMA J 242 244 THORNDIKE STREET LOWELL MA 01852 243-01 901 802082776 ROOT LISA 64 ALVERSON AVENUE PROVIDENCE RI 02909 243-01 901 802082834 HUSELTON DAVID D 318 DUTCHTOWN ROAD BUTLER PA 16002 243-01 901 802084301 MAYFIELD TOSURA 2126 BRISTOL ROAD STATESVILLE NC 28677 243-01 901 802084772 VICTORY ROBERT A 6729 BURR TAYLOR MI 48180 243-01 901 802085738 GEIGER CHANTEL M 430 SOUTH PALMER ST RIDGEWAY SC 29130 243-01 901 802088260 SHUTE DOROTHY 820 RIVER DRIVE BOULDER CRE CA 95006 243-01 901 802088831 RODRIGUEZ RICARDO J 510 GASKILL HASTINGS MI 49058 243-01 901 802092130 STUART CAROLYN A 2324 CONDON DRIVE COLUMBUS OH 43232 243-01 901 802092163 WHITE PAULETTE 11967 ALLISON RD LONDON TWP MI 48160 243-01 901 802092304 FERNANDEZ TOMAS 1102 FERNDALE BOULEVARD CENTRAL ISL NY 11722 243-01 901 802093138 BETHEA CHARLES 540 WEST 7TH ST TRAVERSE CI MI 49684 243-01 901 802094102 VASQUEZ MARIA 3187 SOUTH HURON RD BAY CITY MI 48706 243-01 901 802095067 CASSARD JOYCE 12298 DECK BOULEVARD GEISMAR LA 70734 243-01 901 802095141 WEINGRAD STANLEY D 12 RICHARD COURT PLAINVIEW NY 11803 243-01 901 802096255 STACY GARRY 5118 HAYNES RD STOCKBRIDGE MI 49285 243-01 901 802098301 BROAS JUANITA E 3802 NORTH INDIANA AVENUE FLORENCE AZ 85232 243-01 901 802100636 FORTNEY JEFFREY L 401 HIGH ROCK ROAD AIRVILLE PA 17302 243-01 901 802103663 MERWIN SANDRA 417 PREUSSER SAN ANGELO TX 76903 243-01 901 802103952 THIGPEN ERIC 14396 FM 1937 SAN ANTONIO TX 78221 243-01 901 802104091 BRYSON ESSIE 1109 HUEY STREET CLEVELAND MS 38732 243-01 901 802105924 BROWN ROBERT D 31 WEST FARNUM STREET LANCASTER PA 17603 243-01 901 802107920 HULSE BLODWEN C 7 GARDINERS LANE EAST HAMPTO NY 11937 243-01 901 802108324 LASKIN ROBERT J 13 WOODCHUCK WAY KENNETT SQU PA 19348 243-01 901 802108373 HUNTER KIMBERLY K 3705 ESTIL DRIVE PACE FL 32571 243-01 901 802108506 MUNOZ JORGE 186 33RD STREET BROOKLYN NY 11232 243-01 901 802109793 NORTHERN PATRICIA A 332 EAST 650 NORTH ALEXANDRIA IN 46001 243-01 901 802110650 BLAKESLEE GEORGE W 1258 S IDALIA STREET AURORA CO 80017 243-01 901 802111013 ZYNIECKI JAMES B 5 FRENCHS MILL ROAD GUILDERLAND NY 12009 243-01 901 802112284 YOUHANNA EDWARD 35616 DRAKE DRIVE STERLING HE MI 48310 243-01 901 802113589 ZELLER LARRY 1161 EXETER AVENUE EXETER PA 18643 243-01 901 802113787 RANSOM RONALD 2107 RANSOM COURT CABOT AR 72023 243-01 901 802117168 CARTER KENNETH T 21525 TRUMPEPETER DRIVE LAND O LAKE FL 34639 243-01 901 802117572 KREINER MICHAEL 2234 GEORGIA EDNA LANE PRESCOTT MI 48756 243-01 901 802118174 YOUNG BRUCE 2414 SMITH ROAD FORT WAYNE IN 46803 243-01 901 802119057 GREEN CARMEN 399 CONMORE COURT AKRON OH 44319 243-01 901 802119115 BROOKS GEORGINE 1166 PROSPECT AVENUE TOLEDO OH 43606 243-01 901 802119156 STARCHER ROBERT J 4720 MANCHESTER ROAD JACKSONVILL FL 32210 243-01 901 802119701 BROWN CYNTHIA J. H-1 VILLAGE GREEN CHAPEL HILL NC 27514 243-01 901 802121939 MARTIN ROBERT W 1369 HUTZ HOLLOW ROAD VINTON VA 24179 243-01 901 802123497 CARPENTER JEFF A 520 NORTH STREET WEST PITTST PA 18643 243-01 901 802123992 SILVA ARMAND M 36 A SYLVAN DRIVE HOLLIDAYSBU PA 16648 243-01 901 802125039 SNELSON TERRY L 621 GREENBERRY DRIVE CANTONMENT FL 32533 243-01 901 802125567 DUBUQUE ARTHUR 52 MARTIN ROAD VOORHEESVIL NY 12186 243-01 901 802126953 BORCHARD DONNA 841 WEST BELL ST CHARLES MI 48655 243-01 901 802127027 TAWNEY MARCIA A. 1217 SOUTH WALNUT AVE WHITE CLOUD MI 49349 243-01 901 802127068 HILDEBRAND THOMAS K 31 HOUGHTON LANE YORK PA 17406 243-01 901 802129296 CRAFT KENNETH 10160 EAST 150 NORTH GROVERTOWN IN 46531 243-01 901 802130120 STEWART JOSEPH A 7 CENTURY WAY HAMILTON NJ 08690 243-01 901 802131722 CAPOSELLA PRISCILLA 43 HATTERTOWN ROAD NEWTOWN CT 06470 243-01 901 802131953 GUTTMAN JEFFREY 97 OLD TANNERY ROAD MONROE CT 06468 243-01 901 802132191 BANKS DENNIS 634 CHERRY STREET CLARKSDALE MS 38614 243-01 901 802132563 BROWN ED 8004 E MARINGO DRIVE SPOKANE WA 99212 243-01 901 802132902 SBREGA RICHARD 75 RIDGEWOOD LANE UNIT 8 GARDNER MA 01440 243-01 901 802134031 HARRIS MICHELLE 5427 HOMER AVE CLEVELAND OH 44103 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802073437 42,600.00 42,443.80 0.00 09/01/1999 08/01/2014 179.00 10/01/99 89.4 243-01 901 802074203 22,000.00 21,902.84 0.00 08/28/1999 07/28/2014 178.85 09/28/99 48.8 243-01 901 802075051 53,550.00 53,550.00 0.00 09/19/1999 08/19/2014 179.57 09/19/99 85.0 243-01 901 802075192 25,000.00 25,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 65.7 243-01 901 802075234 52,585.00 52,585.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.9 243-01 901 802076778 54,600.00 54,600.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 80.8 243-01 901 802079780 68,800.00 68,800.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 80.0 243-01 901 802080192 54,800.00 54,800.00 0.00 09/09/1999 08/09/2014 179.24 09/09/99 80.0 243-01 901 802081794 105,000.00 105,000.00 0.00 08/20/1999 07/20/2029 358.59 08/20/99 75.0 243-01 901 802082776 63,750.00 63,750.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802082834 29,900.00 29,900.00 0.00 08/26/1999 07/26/2019 238.78 09/26/99 89.9 243-01 901 802084301 33,575.00 33,575.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 85.0 243-01 901 802084772 20,000.00 20,000.00 0.00 08/21/1999 07/21/2029 358.62 08/21/99 27.3 243-01 901 802085738 34,000.00 34,000.00 0.00 08/13/1999 07/13/2029 358.36 10/13/99 77.2 243-01 901 802088260 30,000.00 30,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 85.2 243-01 901 802088831 104,400.00 104,400.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 87.0 243-01 901 802092130 40,000.00 39,982.95 0.00 09/20/1999 08/20/2029 359.61 11/20/99 80.0 243-01 901 802092163 85,000.00 84,812.90 0.00 09/01/1999 08/01/2014 179.00 10/01/99 66.9 243-01 901 802092304 114,750.00 114,586.78 0.00 08/09/1999 07/09/2014 178.22 09/09/99 82.7 243-01 901 802093138 107,000.00 106,933.24 0.00 08/21/1999 07/21/2014 178.62 09/21/99 64.8 243-01 901 802094102 43,000.00 43,000.00 0.00 09/03/1999 08/03/2029 359.05 09/03/99 80.3 243-01 901 802095067 21,000.00 21,000.00 0.00 09/23/1999 08/23/2009 119.70 09/23/99 72.4 243-01 901 802095141 40,300.00 40,300.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 85.0 243-01 901 802096255 75,000.00 75,000.00 0.00 08/21/1999 07/21/2029 178.62 08/21/99 75.0 243-01 901 802098301 44,800.00 44,800.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 80.0 243-01 901 802100636 68,000.00 68,000.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 80.4 243-01 901 802103663 48,600.00 48,600.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 90.0 243-01 901 802103952 115,150.00 115,150.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 79.9 243-01 901 802104091 48,450.00 48,450.00 0.00 09/11/1999 08/11/2029 359.31 09/11/99 85.0 243-01 901 802105924 29,680.00 29,680.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 80.0 243-01 901 802107920 55,000.00 55,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 83.0 243-01 901 802108324 525,000.00 524,511.94 0.00 05/12/1999 04/12/2029 355.33 09/12/99 75.0 243-01 901 802108373 34,000.00 34,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 72.3 243-01 901 802108506 50,100.00 50,100.00 0.00 09/02/1999 08/02/2014 179.01 09/02/99 82.8 243-01 901 802109793 22,750.00 22,750.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 90.0 243-01 901 802110650 79,050.00 78,834.42 0.00 08/01/1999 07/01/2014 178.00 09/01/99 85.0 243-01 901 802111013 38,400.00 38,281.78 0.00 08/14/1999 07/14/2014 178.39 09/14/99 89.9 243-01 901 802112284 135,000.00 135,000.00 0.00 10/01/1999 09/01/2029 180.00 10/01/99 58.6 243-01 901 802113589 40,000.00 40,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 57.1 243-01 901 802113787 32,000.00 31,988.57 0.00 08/27/1999 07/27/2014 178.82 09/27/99 67.9 243-01 901 802117168 40,000.00 40,000.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 79.8 243-01 901 802117572 16,000.00 15,943.66 0.00 09/10/1999 08/10/2014 179.28 10/10/99 53.3 243-01 901 802118174 30,800.00 30,787.74 0.00 09/20/1999 08/20/2029 359.61 11/20/99 80.0 243-01 901 802119057 44,000.00 44,000.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 802119115 30,400.00 30,400.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 80.0 243-01 901 802119156 46,400.00 46,400.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 80.0 243-01 901 802119701 32,197.00 32,197.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 75.0 243-01 901 802121939 56,000.00 56,000.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 80.0 243-01 901 802123497 30,000.00 30,000.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 85.9 243-01 901 802123992 50,000.00 50,000.00 0.00 09/10/1999 08/10/2019 239.28 09/10/99 39.2 243-01 901 802125039 52,000.00 52,000.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 802125567 50,000.00 50,000.00 0.00 08/23/1999 07/23/2019 238.68 09/23/99 49.0 243-01 901 802126953 36,400.00 36,400.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 65.0 243-01 901 802127027 53,200.00 53,200.00 0.00 09/27/1999 08/27/2029 359.84 09/27/99 70.0 243-01 901 802127068 50,895.00 50,895.00 0.00 09/06/1999 08/06/2019 239.15 09/06/99 85.4 243-01 901 802129296 30,000.00 30,000.00 0.00 09/25/1999 08/25/2024 299.77 09/25/99 69.7 243-01 901 802130120 110,000.00 110,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 79.7 243-01 901 802131722 209,500.00 209,500.00 0.00 08/26/1999 07/26/2014 178.78 08/26/99 73.5 243-01 901 802131953 48,000.00 48,000.00 0.00 09/09/1999 08/09/2014 179.24 09/09/99 73.9 243-01 901 802132191 59,200.00 59,200.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 802132563 47,000.00 47,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 83.1 243-01 901 802132902 30,600.00 30,600.00 0.00 09/26/1999 08/26/2029 359.80 09/26/99 85.0 243-01 901 802134031 56,000.00 56,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 80.0 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin ---------------------------------------------------------- 243-01 901 802073437 11.800 431.64 243-01 901 802074203 10.800 247.30 243-01 901 802075051 9.650 564.04 243-01 901 802075192 11.000 284.15 243-01 901 802075234 12.500 561.22 243-01 901 802076778 11.350 534.46 243-01 901 802079780 12.850 753.01 243-01 901 802080192 12.900 601.92 243-01 901 802081794 9.350 871.43 243-01 901 802082776 11.500 631.31 243-01 901 802082834 11.800 325.07 243-01 901 802084301 12.600 360.94 243-01 901 802084772 11.750 201.88 243-01 901 802085738 14.100 405.55 243-01 901 802088260 10.400 272.18 243-01 901 802088831 13.500 1,195.81 243-01 901 802092130 12.750 434.68 243-01 901 802092163 10.000 745.94 243-01 901 802092304 12.400 1,215.78 243-01 901 802093138 10.850 1,006.88 243-01 901 802094102 14.100 512.90 243-01 901 802095067 13.600 321.03 243-01 901 802095141 12.500 430.10 243-01 901 802096255 13.950 885.69 243-01 901 802098301 10.800 503.58 243-01 901 802100636 10.400 616.94 243-01 901 802103663 11.150 468.35 243-01 901 802103952 11.600 1,149.11 243-01 901 802104091 11.250 470.58 243-01 901 802105924 12.450 315.61 243-01 901 802107920 10.150 536.24 243-01 901 802108324 13.000 5,807.55 243-01 901 802108373 11.600 364.93 243-01 901 802108506 12.100 519.19 243-01 901 802109793 11.000 258.58 243-01 901 802110650 8.650 785.40 243-01 901 802111013 12.500 473.29 243-01 901 802112284 7.900 981.19 243-01 901 802113589 8.400 304.74 243-01 901 802113787 11.450 372.81 243-01 901 802117168 13.750 490.16 243-01 901 802117572 12.700 173.25 243-01 901 802118174 13.000 340.71 243-01 901 802119057 13.250 495.34 243-01 901 802119115 12.750 330.35 243-01 901 802119156 12.750 504.23 243-01 901 802119701 9.000 289.68 243-01 901 802121939 9.750 593.24 243-01 901 802123497 9.400 311.46 243-01 901 802123992 10.150 487.49 243-01 901 802125039 13.100 579.29 243-01 901 802125567 10.750 507.61 243-01 901 802126953 12.240 381.15 243-01 901 802127027 13.250 598.91 243-01 901 802127068 10.500 508.13 243-01 901 802129296 10.750 288.63 243-01 901 802130120 12.250 1,152.69 243-01 901 802131722 10.900 1,979.31 243-01 901 802131953 9.850 511.41 243-01 901 802132191 11.500 586.25 243-01 901 802132563 11.100 488.33 243-01 901 802132902 10.400 277.62 243-01 901 802134031 12.750 608.55
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 4 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code -------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802134536 MOORE SHIRLEY R 4270 EAST STATE ROAD 26 FRANKFORT IN 46041 243-01 901 802135384 MONACO BRIAN 23 BEACON AVE ST LOUIS MO 63135 243-01 901 802135467 RODI IRMA S 15 FIFTH STREET CARNEGIE PA 15106 243-01 901 802135673 VO STEVEN 2929 BRIDGEWALK STREET COLUMBUS OH 43224 243-01 901 802136069 MACHAMER MARK L 138 WALNUT STREET WILLIAMSTOW PA 17098 243-01 901 802137968 RHODES DOUGLAS 1506 GILBERT ST SAGINAW MI 48602 243-01 901 802138156 ROSADO VICTOR M 27 CAMDEN STREET MILFORD CT 06460 243-01 901 802139410 CASH CHRIS L 3740 SOUTH VALLEY FORGE RD MAGNA UT 84044 243-01 901 802140285 ROBINSON JAMES 24 NORTHWEST 6TH TERRACE OCALA FL 34475 243-01 901 802140814 ALLEN BARBARA 303 CANTONGATE ROAD TARBORO NC 27886 243-01 901 802142273 GRESHAM RAYMOND B 1522 SOUTH CHURCH STREET WHITMIRE SC 29178 243-01 901 802142364 HUTCHISON JAMES K 4949 LAKE CECILE DRIVE KISSIMMEE FL 34746 243-01 901 802143420 DUNN JOYCE 2624 VIOLET AVENUE BALTIMORE MD 21215 243-01 901 802145243 COFFEY LONNIE F 4240 TAYLORSVILLE ROAD HUBER HEIGH OH 45424 243-01 901 802145607 WOODBURY WYATT 806 FREEMAN STREET BRONX NY 10459 243-01 901 802147330 YOUNG CHRISTOPHE L 6479 SOUTH ELLWELL FERRY R COUNCIL NC 28434 243-01 901 802148858 GLENNON WILLIAM D 1 TEAK COURT LAKE GROVE NY 11755 243-01 901 802149062 SIMMONS RONALD D 520 WHITEHILL ROAD GEORGETOWN PA 15043 243-01 901 802150094 GARDNER MONA 820 KERR MEMPHIS TN 38106 243-01 901 802150458 JOHNSON CHARLES 1038 ALDERSIDE STREET JACKSONVILL FL 32208 243-01 901 802151100 COX DOUGLAS VANCE 46 PUTNAN STREET FILLMORE IN 46128 243-01 901 802151399 MICHELETTI MICHAEL 180 SAINT HELENA COURT DANVILLE CA 94526 243-01 901 802152348 KOZLOWSKI MARY F 4144 DELORES WARREN MI 48091 243-01 901 802152397 OSWALD MAX 313 PROSPECT CHARLEVOIX MI 49720 243-01 901 802153502 KNOWLES RICHARD A 353 NORTH SOUTH ROAD NASHVILLE GA 31639 243-01 901 802154419 HELSLEY NATHAN 315 WEST SOUTH STREET GREENFIELD IN 46140 243-01 901 802155176 OVERLAY WILLIAM 3676 ASH RD HARRISON MI 48625 243-01 901 802157651 ROTH RAEANNE 22 WALNUT DRIVE KUTZTOWN PA 19530 243-01 901 802157826 DONZE MARGARITA B 9441 KONOCTI STREET RANCHO CUCA CA 91730 243-01 901 802157859 VAN SPANJE WILLIAM 10 ORCHARD STREET FORT PLAIN NY 13428 243-01 901 802159046 BEECH GERALD E 2180 SATTERLEE ROAD GOWEN MI 49326 243-01 901 802159152 GOULD ANDREA 310 WEST 28TH STREET WILMINGTON DE 19802 243-01 901 802160390 WILLIAMS CAROL B 811 NORTHEAST 161 ST TERRA WILLISTON FL 32696 243-01 901 802160473 CRAIN WILLIAM 224 B OAKVILLE AVENUE WATERBURY CT 06705 243-01 901 802160663 BURKHEAD RANDY 3850 SILERTON ROAD HENDERSON TN 38340 243-01 901 802160952 DOCKERY CLARENCE 113 GREEN ACRES CAPE GIRARD MO 63701 243-01 901 802161422 DEVEREAUX FERN 2201 EAST MONROE HARRISON MI 48625 243-01 901 802161539 CARTER RALPHAEL V 1195 E 125TH ST E CLEVELAND OH 44112 243-01 901 802162099 CATALDO JOSEPH III 25 RAWSON ROAD BELLINGHAM MA 02019 243-01 901 802163436 BROCK SAM 6764 LEMON LEAF DRIVE CARLSBAD CA 92009 243-01 901 802163691 GAETANO CARL A 7920 PINEAPPLE LANE PORT RICHEY FL 34468 243-01 901 802164913 DUNCAN JAMIE 1182 HOUSEL CRAFT RD CORTLAND OH 44410 243-01 901 802164921 BANSBERG-SCH BARBARA 23422 GEORGETOWN ROAD KNOX TWP OH 44634 243-01 901 802165191 BANNER DEANN 485 SOUTH WAVERLY ST COLUMBUS OH 43213 243-01 901 802166967 KOENIG WILLIAM F JR 730 BOUTELL GRAND BLANC MI 49058 243-01 901 802168989 CRAMER ROBERT L RD 5 BOX 369 B KITTANNING PA 16201 243-01 901 802169003 NANCE DAVID 5 CURRENT DRIVE GREENVILLE SC 29611 243-01 901 802169144 BARRY DONALD A 190 LAKEVIEW LANE ENGLEWOOD FL 34223 243-01 901 802169482 WATERS RAYMOND E 2430 CHRISTY LANE LAKELAND FL 33801 243-01 901 802169540 MILLER JAMES A 1226 NINTH AVENUE BEAVER FALL PA 15010 243-01 901 802169730 BAGLEY MARK E 812 WEST COLORADO HOLLY CO 81047 243-01 901 802170084 PICKENS PAULETTE 3129 EBENEZER BENNETTSVIL SC 29512 243-01 901 802170902 KINCAIDE C.J. 1855 LEXINGTON PARKWAY INKSTER MI 48141 243-01 901 802170936 BEDKER MARK ALLEN 3550 BROWN RD CROSWELL MI 48422 243-01 901 802171769 FOX LELAND 6130 111TH AVE PULLMAN MI 49450 243-01 901 802172346 KUNZ DANIEL 4583 COVE DRIVE CARLSBAD CA 92008 243-01 901 802172775 TATE DEANNE G 18472 WARREN AVENUE TUSTIN CA 92780 243-01 901 802173005 THOMPSON MICHAEL S 1370 SAN CARLOS AVENUE CONCORD CA 94518 243-01 901 802173948 DEMAIO NICHOLAS G 1 ALISSA LANE EAST BRIDGE MA 02333 243-01 901 802174292 SULT DONNIE G JR 1118 ORANGE STREET BERWICK PA 18603 243-01 902 802174383 MARRY GEORGE JR 50 UNION STREET NEWTON MA 02165 243-01 901 802174912 LLOYD CHARLES EDWARD 6250 AUTUMN WOOD CIRCLE HAUGHTON LA 71037 243-01 901 802175141 SHANNON LONNIE L 209 E BELMONT MILO IA 50166 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ----------------------------------------------------------------------------------------------------------------------------- 243-01 901 802134536 12,000.00 12,000.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 66.1 243-01 901 802135384 48,000.00 48,000.00 0.00 09/13/1999 08/13/2029 359.38 09/13/99 80.0 243-01 901 802135467 52,643.00 52,643.00 0.00 09/17/1999 08/17/2019 239.51 09/17/99 80.9 243-01 901 802135673 20,800.00 20,800.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.0 243-01 901 802136069 40,000.00 40,000.00 0.00 08/06/1999 07/06/2014 178.13 08/06/99 80.0 243-01 901 802137968 20,000.00 20,000.00 0.00 08/19/1999 07/19/2019 238.55 08/19/99 64.5 243-01 901 802138156 72,500.00 72,500.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 84.8 243-01 901 802139410 11,850.00 11,850.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 90.0 243-01 901 802140285 28,050.00 27,998.11 0.00 08/19/1999 07/19/2019 238.55 09/19/99 85.0 243-01 901 802140814 57,800.00 57,800.00 0.00 08/08/1999 07/08/2029 358.19 08/08/99 85.0 243-01 901 802142273 25,600.00 25,600.00 0.00 08/28/1999 07/28/2014 178.85 08/28/99 80.0 243-01 901 802142364 29,000.00 29,000.00 0.00 09/23/1999 08/23/2019 239.70 09/23/99 45.8 243-01 901 802143420 56,000.00 55,963.94 0.00 07/22/1999 06/22/2029 357.67 09/22/99 82.9 243-01 901 802145243 148,500.00 148,500.00 0.00 09/27/1999 08/27/2029 179.84 09/27/99 90.0 243-01 901 802145607 141,600.00 141,600.00 0.00 09/09/1999 08/09/2014 179.24 09/09/99 80.0 243-01 901 802147330 36,400.00 36,400.00 0.00 10/01/1999 09/01/2009 120.00 10/01/99 80.0 243-01 901 802148858 39,000.00 39,000.00 0.00 09/19/1999 08/19/2014 179.57 09/19/99 80.7 243-01 901 802149062 45,000.00 45,000.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 75.0 243-01 901 802150094 32,500.00 32,500.00 0.00 09/02/1999 08/02/2029 359.01 09/02/99 61.3 243-01 901 802150458 40,000.00 40,000.00 0.00 09/20/1999 08/20/2029 179.61 09/20/99 78.4 243-01 901 802151100 30,400.00 30,400.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 90.0 243-01 901 802151399 65,000.00 65,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 83.6 243-01 901 802152348 82,000.00 82,000.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 63.0 243-01 901 802152397 84,500.00 84,500.00 0.00 09/05/1999 08/05/2014 179.11 09/05/99 65.0 243-01 901 802153502 60,000.00 60,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 85.7 243-01 901 802154419 41,600.00 41,600.00 0.00 09/25/1999 08/25/2029 179.77 09/25/99 80.0 243-01 901 802155176 75,700.00 75,700.00 0.00 08/22/1999 07/22/2029 358.65 08/22/99 74.9 243-01 901 802157651 25,000.00 25,000.00 0.00 08/09/1999 07/09/2014 178.22 09/09/99 89.9 243-01 901 802157826 15,000.00 15,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 62.3 243-01 901 802157859 14,250.00 14,250.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 75.0 243-01 901 802159046 31,500.00 31,500.00 0.00 09/23/1999 08/23/2019 239.70 09/23/99 60.0 243-01 901 802159152 30,400.00 30,400.00 0.00 09/23/1999 08/23/2019 239.70 09/23/99 80.0 243-01 901 802160390 30,640.00 30,640.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 80.0 243-01 901 802160473 26,600.00 26,600.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 70.0 243-01 901 802160663 31,500.00 31,500.00 0.00 09/24/1999 08/24/2019 239.74 09/24/99 75.0 243-01 901 802160952 55,200.00 55,200.00 0.00 09/04/1999 08/04/2029 359.08 09/04/99 84.9 243-01 901 802161422 40,000.00 40,000.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 80.0 243-01 901 802161539 68,000.00 67,966.95 0.00 09/23/1999 08/23/2029 359.70 11/23/99 80.0 243-01 901 802162099 24,200.00 24,200.00 0.00 08/19/1999 07/19/2014 178.55 08/19/99 84.9 243-01 901 802163436 38,000.00 38,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 83.3 243-01 901 802163691 34,000.00 33,684.12 0.00 08/22/1999 07/22/2014 178.65 09/22/99 80.0 243-01 901 802164913 70,000.00 70,000.00 0.00 09/03/1999 08/03/2029 359.05 09/03/99 80.0 243-01 901 802164921 55,000.00 55,000.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 78.5 243-01 901 802165191 56,800.00 56,800.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 80.0 243-01 901 802166967 46,300.00 46,300.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 65.0 243-01 901 802168989 27,941.00 27,941.00 0.00 09/18/1999 08/18/2024 299.54 09/18/99 70.7 243-01 901 802169003 94,500.00 94,500.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 90.0 243-01 901 802169144 52,800.00 52,800.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.0 243-01 901 802169482 33,750.00 33,750.00 0.00 09/27/1999 08/27/2024 299.84 09/27/99 75.0 243-01 901 802169540 20,000.00 20,000.00 0.00 09/10/1999 08/10/2014 179.28 09/10/99 23.8 243-01 901 802169730 49,500.00 49,500.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 90.0 243-01 901 802170084 25,000.00 25,000.00 0.00 09/04/1999 08/04/2009 119.08 09/04/99 51.5 243-01 901 802170902 52,000.00 52,000.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 80.0 243-01 901 802170936 26,300.00 26,300.00 0.00 08/27/1999 07/27/2019 238.82 08/27/99 76.8 243-01 901 802171769 24,700.00 24,700.00 0.00 09/25/1999 08/25/2009 119.77 09/25/99 74.8 243-01 901 802172346 35,000.00 35,000.00 0.00 10/01/1999 09/01/2029 180.00 10/01/99 67.0 243-01 901 802172775 35,700.00 35,700.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 89.0 243-01 901 802173005 30,000.00 30,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 89.9 243-01 901 802173948 50,400.00 50,400.00 0.00 08/21/1999 07/21/2024 298.62 09/21/99 84.9 243-01 901 802174292 58,500.00 58,500.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 75.0 243-01 902 802174383 340,000.00 340,000.00 0.00 09/15/1999 08/15/2019 239.44 09/15/99 59.1 243-01 901 802174912 74,800.00 74,800.00 0.00 10/01/1999 09/01/2029 180.00 10/01/99 85.0 243-01 901 802175141 72,200.00 72,200.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 84.9 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin --------------------------------------------------------- 243-01 901 802134536 10.850 135.26 243-01 901 802135384 10.250 430.13 243-01 901 802135467 7.750 432.17 243-01 901 802135673 11.000 198.08 243-01 901 802136069 14.000 473.95 243-01 901 802137968 11.550 213.98 243-01 901 802138156 12.000 870.12 243-01 901 802139410 12.050 122.35 243-01 901 802140285 11.500 299.13 243-01 901 802140814 10.800 541.73 243-01 901 802142273 13.400 330.67 243-01 901 802142364 12.100 321.34 243-01 901 802143420 11.490 554.14 243-01 901 802145243 10.900 1,402.99 243-01 901 802145607 10.650 1,311.18 243-01 901 802147330 12.250 527.51 243-01 901 802148858 12.900 490.88 243-01 901 802149062 12.850 522.41 243-01 901 802150094 14.040 386.11 243-01 901 802150458 13.550 459.74 243-01 901 802151100 10.650 338.87 243-01 901 802151399 11.950 666.10 243-01 901 802152348 8.000 601.69 243-01 901 802152397 11.750 852.95 243-01 901 802153502 11.750 605.65 243-01 901 802154419 10.250 372.78 243-01 901 802155176 14.200 908.94 243-01 901 802157651 11.250 242.82 243-01 901 802157826 12.900 188.80 243-01 901 802157859 11.100 162.86 243-01 901 802159046 10.750 319.80 243-01 901 802159152 12.750 350.76 243-01 901 802160390 11.750 332.05 243-01 901 802160473 10.350 240.34 243-01 901 802160663 12.850 365.69 243-01 901 802160952 11.750 557.19 243-01 901 802161422 10.400 439.68 243-01 901 802161539 12.250 712.57 243-01 901 802162099 12.600 260.16 243-01 901 802163436 12.750 474.56 243-01 901 802163691 10.080 300.39 243-01 901 802164913 10.800 656.07 243-01 901 802164921 12.500 586.99 243-01 901 802165191 12.750 617.24 243-01 901 802166967 14.390 628.77 243-01 901 802168989 11.250 278.92 243-01 901 802169003 10.400 857.37 243-01 901 802169144 12.200 551.25 243-01 901 802169482 10.650 322.28 243-01 901 802169540 11.800 237.47 243-01 901 802169730 10.550 454.65 243-01 901 802170084 11.950 357.96 243-01 901 802170902 9.500 543.00 243-01 901 802170936 10.800 267.89 243-01 901 802171769 9.500 319.61 243-01 901 802172346 12.800 381.71 243-01 901 802172775 10.400 354.03 243-01 901 802173005 10.250 268.83 243-01 901 802173948 12.900 564.64 243-01 901 802174292 9.750 502.61 243-01 902 802174383 10.500 3,394.49 243-01 901 802174912 8.900 596.48 243-01 901 802175141 9.650 615.01
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 5 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code ------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802175315 GRIFFITH JAMES 2342 NORTH SHERIDAN AVE INDIANAPOLI IN 46219 243-01 902 802175703 BAGLEY LEROY A 2020 2022 NAYLOR ROAD SE WASHINGTON DC 20020 243-01 901 802175810 NAZLIKIAN LEVON 921 EAST SANTA ANITA AVENU BURBANK CA 91501 243-01 901 802176461 WOOD GLENN 3336 G STREET PHILADELPHI PA 19134 243-01 902 802176933 ROBERTS KEVIN 4613-WAYNE AVENUE PHILADELPHI PA 19144 243-01 901 802177105 THACKER THERESA ANN 85 HICKORY CREEK ROAD LOUISA VA 23023 243-01 901 802179390 ARMOUR RONALD 2021 WOOD STREET EAST TAMPA FL 33614 243-01 901 802179564 BOWEN JEFFREY A 2975 SOUTH DEVINNEY COURT MORRISON CO 80228 243-01 901 802179663 LOWE STEPHANIE K 7207 NORTH WILLIAMS HITCHCOCK TX 77563 243-01 901 802180919 ROBINSON GEORGE L 1214 WEST MASTER STREET PHILADELPHI PA 19122 243-01 901 802181206 WHITE CYNTHIA 3124 SHABBONA DECKERVILLE MI 48407 243-01 901 802182329 COATS KING 6249 NW 78TH MANOR PARKLAND FL 33067 243-01 901 802184671 CONNOLLY CHARLENE 72 TEMPLE AVENUE WINTHROP MA 02152 243-01 901 802184937 FLUKER WAYMAN K 2215 EAST PAULDING ROAD FORT WAYNE IN 46816 243-01 901 802185314 BRIGGS KESHA 19617 CARRIE AVE DETROIT MI 48234 243-01 901 802185785 LUDWICK M KIRK 47 BUCKTHORN DRIVE LITTLETON CO 80127 243-01 901 802185967 O'NEILL TERESA M 6552 SOUTHWEST HICKMAN LAN PORTLAND OR 97223 243-01 901 802186528 ZENTZ WILLIAM ARLEY 30905 WINDSOR WESTLAND MI 48185 243-01 901 802186767 REILLY MICHAEL J 1053 SCHOOL STREET INDIANA PA 15701 243-01 901 802187088 BLACK PETER J 439 TERHUNE ROAD PRINCETON NJ 08540 243-01 901 802187096 ANTHONY SHEILA V 10 DELANEY CIRCLE SEABROOK SC 29940 243-01 901 802187229 SWINDLE WILLIAM C 912 EAST VERNA GONZALES LA 70737 243-01 901 802188052 LACORTE CHARLES 3711 RANCHWOOD ROAD ORLANDO FL 32802 243-01 901 802188383 PIERSON SUNG JA 1696 ROSEMONT AVE COLUMBUS OH 43229 243-01 901 802190520 PERRI MATTHEW M 3307 ROESNER DRIVE MARKHAM IL 60423 243-01 901 802190595 MANNING EUGENE 327 SMALLWOOD STREET BALTIMORE MD 21223 243-01 901 802190892 PUCKETT RAYMOND 107 SYCAMORE STREET WINCHESTER KY 40391 243-01 901 802191411 TRIPPETT CHARLES D II 141 E EMERLING AVE AKRON OH 44301 243-01 901 802191551 NECAISE DAVID J 5304 LOWER BAY ROAD BAY ST LOUI MS 39520 243-01 901 802192187 BIRD DAVID E 6824 WHITMAN DRIVE BUENA PARK CA 90620 243-01 901 802192625 THORPE DONNA 105 OAK COURT JOHNSON CIT TX 78636 243-01 901 802192765 HARDIN LENORA M 516 CAMBLIN AVE PEORIA IL 61603 243-01 901 802193276 HEYWARD JAMES 214 PALMETTO AVENUE VARNVILLE SC 29944 243-01 901 802193995 BONNER EALON 500 CURTIN AVENUE PITTSBURGH PA 15210 243-01 901 802194449 JENKINS GLORIA ANN 2583 OLD LELAND ROAD GREENVILLE MS 38703 243-01 901 802194787 FERRI WILLIAM V RR7 BOX 7545 MOSCOW PA 18444 243-01 901 802196709 JONES LUCINDA 179 NORTH DEXTER ROAD PARKMAN ME 04443 243-01 901 802196949 MAZZIE WILLIAM F 40 GRANT AVENUE ISLIP NY 11751 243-01 901 802198580 VALDEZ ERNIE K 3574 BURCHVALE ROAD WENATCHEE WA 98801 243-01 901 802198838 BRANCH WILLIAM R 4925 DEL PRADO BOULEVARD CAPE CORAL FL 33904 243-01 901 802199315 PICOU WILTON J 2020 BELLA CLARE DRIVE ST LOUIS MO 63136 243-01 901 802199547 KINSEY LOUISE A 130 BETHEA STREET WALTERBORO SC 29488 243-01 901 802199828 OLIVER RICHARD A 6320 GUYER AVENUE PHILADELPHI PA 19142 243-01 901 802200840 PITTS ROY S 14815 HALE AVE CLEVELAND OH 44110 243-01 901 802201178 JOHNSON EARL 220 GRIGGS SE GRAND RAPID MI 49507 243-01 901 802201186 MCCUBBINS PHYLLIS C 1053 WATER OAK ROAD CALLANDS VA 24530 243-01 901 802201400 PRIDEMORE JOHN H 1112 TULIP STREET MITCHELL IN 47446 243-01 901 802201699 SCHALTENBRAN WALTER 162 ORMSBY AVENUE PITTSBURGH PA 15210 243-01 901 802201814 BELLE BRANCH THEODORE ROB 12202 FLOWERS ROAD STONEY CREE VA 23882 243-01 901 802202291 BARNES KAREN 604 FIFTH STREET FORT WAYNE IN 46808 243-01 901 802203323 BELENSKI FREDERICK 2380 MINGO TRAIL AKRON OH 44312 243-01 901 802203752 MCAVOY PENNY 2329 & 2331 N KENWOOD INDIANAPOLI IN 46208 243-01 901 802203810 MCAVOY PENNY 2349 & 2351 N KENWOOD AVE INDIANAPOLI IN 46208 243-01 901 802204164 KLOPSTEIN GARY E 205 FAIRVEIW ST WATERTOWN WI 53094 243-01 901 802204503 KUNTZ DENNIS L 1647 NORTH CHAUCER WAY EAGLE ID 83616 243-01 901 802205039 PRYOR CAROLYN 6156 BEHLE ST LOUIS MO 63135 243-01 901 802205641 GHOLSON CARL 1922 EAST 28TH STREET BALTIMORE MD 21218 243-01 901 802206425 DUNCAN DANNY 811 NICHOLAS ST DEFIANCE OH 43512 243-01 901 802207506 THOMPSON MICHAEL A 610 GUINN STREET CLOVER SC 29710 243-01 901 802208249 JOHNSON NADINE 30 ROBIN DRIVE ELIZABETHTO NC 28337 243-01 901 802209577 GEOFFROY CARL 6 LYMAN STREET WEST SPRING MA 01089 243-01 901 802211078 CASTILLO RICHARD R 4719 ANGELS POINT LA MESA CA 91941 243-01 901 802211144 GRUNZA BRIAN K 108 WEST MOUNTAIN ROAD OLYPHANT PA 18447 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ----------------------------------------------------------------------------------------------------------------------------- 243-01 901 802175315 48,000.00 48,000.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 902 802175703 200,000.00 200,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 66.6 243-01 901 802175810 100,000.00 100,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 69.4 243-01 901 802176461 33,000.00 33,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 75.0 243-01 902 802176933 152,000.00 152,000.00 0.00 10/01/1999 09/01/2024 300.00 10/01/99 60.8 243-01 901 802177105 82,800.00 82,800.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 90.0 243-01 901 802179390 50,000.00 50,000.00 0.00 09/24/1999 08/24/2029 179.74 09/24/99 80.0 243-01 901 802179564 87,400.00 87,400.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 79.9 243-01 901 802179663 57,720.00 57,720.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 80.0 243-01 901 802180919 30,000.00 30,000.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 56.0 243-01 901 802181206 63,000.00 63,000.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 90.0 243-01 901 802182329 23,000.00 23,000.00 0.00 09/16/1999 08/16/2019 239.47 09/16/99 90.0 243-01 901 802184671 61,800.00 61,800.00 0.00 09/05/1999 08/05/2014 179.11 09/05/99 74.3 243-01 901 802184937 67,150.00 67,150.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 85.0 243-01 901 802185314 51,000.00 51,000.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 85.0 243-01 901 802185785 55,000.00 55,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 81.8 243-01 901 802185967 28,700.00 28,700.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 84.8 243-01 901 802186528 67,700.00 67,700.00 0.00 09/13/1999 08/13/2029 359.38 09/13/99 57.3 243-01 901 802186767 81,200.00 81,200.00 0.00 09/09/1999 08/09/2029 359.24 09/09/99 70.0 243-01 901 802187088 135,642.00 135,642.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 85.9 243-01 901 802187096 83,700.00 83,700.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 90.0 243-01 901 802187229 26,000.00 26,000.00 0.00 09/18/1999 08/18/2009 119.54 09/18/99 72.2 243-01 901 802188052 30,000.00 30,000.00 0.00 09/01/1999 08/01/2029 359.00 09/01/99 75.0 243-01 901 802188383 55,250.00 55,219.48 0.00 09/23/1999 08/23/2014 179.70 11/23/99 85.0 243-01 901 802190520 52,800.00 52,800.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 80.0 243-01 901 802190595 37,500.00 37,500.00 0.00 09/03/1999 08/03/2014 179.05 09/03/99 75.0 243-01 901 802190892 104,000.00 104,000.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 80.0 243-01 901 802191411 28,000.00 28,000.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 47.4 243-01 901 802191551 42,500.00 42,500.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802192187 29,762.00 29,762.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 89.9 243-01 901 802192625 50,400.00 50,400.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 80.0 243-01 901 802192765 20,800.00 20,800.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 84.8 243-01 901 802193276 27,200.00 27,200.00 0.00 09/19/1999 08/19/2029 359.57 09/19/99 80.0 243-01 901 802193995 34,200.00 34,200.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 90.0 243-01 901 802194449 25,000.00 25,000.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 67.5 243-01 901 802194787 51,000.00 50,961.77 0.00 09/01/1999 08/01/2014 179.00 10/01/99 52.7 243-01 901 802196709 28,000.00 28,000.00 0.00 08/01/1999 07/01/2024 298.00 09/01/99 80.0 243-01 901 802196949 37,040.00 37,040.00 0.00 08/20/1999 07/20/2014 178.59 08/20/99 86.7 243-01 901 802198580 33,350.00 33,328.52 0.00 10/01/1999 09/01/2014 180.00 12/01/99 89.4 243-01 901 802198838 81,250.00 81,250.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 63.9 243-01 901 802199315 51,800.00 51,800.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 84.9 243-01 901 802199547 63,200.00 63,200.00 0.00 08/26/1999 07/26/2029 358.78 10/26/99 80.0 243-01 901 802199828 45,050.00 45,050.00 0.00 09/13/1999 08/13/2029 359.38 09/13/99 85.0 243-01 901 802200840 60,800.00 60,800.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 80.0 243-01 901 802201178 62,400.00 62,400.00 0.00 09/09/1999 08/09/2029 359.24 09/09/99 80.0 243-01 901 802201186 27,625.00 27,625.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 85.0 243-01 901 802201400 53,600.00 53,600.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.0 243-01 901 802201699 39,950.00 39,950.00 0.00 09/10/1999 08/10/2029 359.28 09/10/99 85.0 243-01 901 802201814 60,350.00 60,350.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 85.0 243-01 901 802202291 42,400.00 42,319.37 0.00 09/05/1999 08/05/2029 359.11 10/05/99 80.0 243-01 901 802203323 12,862.00 12,862.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 85.0 243-01 901 802203752 45,000.00 45,000.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 61.6 243-01 901 802203810 45,000.00 45,000.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 64.2 243-01 901 802204164 38,300.00 38,300.00 0.00 09/17/1999 08/17/2019 239.51 09/17/99 85.0 243-01 901 802204503 37,400.00 37,400.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 84.8 243-01 901 802205039 52,000.00 52,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.0 243-01 901 802205641 40,495.00 40,465.48 0.00 08/27/1999 07/27/2014 178.82 09/27/99 80.9 243-01 901 802206425 60,000.00 60,000.00 0.00 09/13/1999 08/13/2029 359.38 09/13/99 80.0 243-01 901 802207506 47,200.00 47,200.00 0.00 09/20/1999 08/20/2024 299.61 09/20/99 80.0 243-01 901 802208249 22,500.00 22,500.00 0.00 09/27/1999 08/27/2019 239.84 09/27/99 75.0 243-01 901 802209577 93,500.00 93,500.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 74.8 243-01 901 802211078 106,400.00 106,400.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 75.0 243-01 901 802211144 51,600.00 51,600.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 77.0 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin ---------------------------------------------------------- 243-01 901 802175315 12.750 521.61 243-01 902 802175703 11.850 2,034.16 243-01 901 802175810 11.000 1,136.60 243-01 901 802176461 11.350 323.02 243-01 902 802176933 13.600 1,783.33 243-01 901 802177105 10.650 766.71 243-01 901 802179390 13.425 569.76 243-01 901 802179564 13.250 983.93 243-01 901 802179663 12.100 598.16 243-01 901 802180919 10.000 289.51 243-01 901 802181206 10.650 583.36 243-01 901 802182329 11.400 243.70 243-01 901 802184671 11.500 612.00 243-01 901 802184937 12.100 695.89 243-01 901 802185314 13.500 584.16 243-01 901 802185785 11.500 642.50 243-01 901 802185967 12.750 311.88 243-01 901 802186528 9.250 556.95 243-01 901 802186767 10.850 764.10 243-01 901 802187088 12.500 1,541.08 243-01 901 802187096 10.150 743.82 243-01 901 802187229 9.900 342.15 243-01 901 802188052 12.300 315.53 243-01 901 802188383 11.750 557.70 243-01 901 802190520 10.900 596.81 243-01 901 802190595 12.850 410.43 243-01 901 802190892 12.700 1,126.11 243-01 901 802191411 12.500 298.83 243-01 901 802191551 11.650 500.54 243-01 901 802192187 10.650 275.59 243-01 901 802192625 9.900 438.58 243-01 901 802192765 12.350 254.34 243-01 901 802193276 12.750 295.58 243-01 901 802193995 9.750 293.83 243-01 901 802194449 10.400 274.80 243-01 901 802194787 12.100 528.53 243-01 901 802196709 13.750 331.71 243-01 901 802196949 11.900 378.15 243-01 901 802198580 11.150 321.39 243-01 901 802198838 11.200 786.07 243-01 901 802199315 12.350 546.82 243-01 901 802199547 13.450 721.41 243-01 901 802199828 12.600 484.30 243-01 901 802200840 12.500 648.89 243-01 901 802201178 10.000 547.60 243-01 901 802201186 11.500 273.57 243-01 901 802201400 10.850 504.38 243-01 901 802201699 12.600 429.47 243-01 901 802201814 10.850 567.90 243-01 901 802202291 9.500 356.52 243-01 901 802203323 12.850 140.77 243-01 901 802203752 11.000 428.55 243-01 901 802203810 11.000 428.55 243-01 901 802204164 11.600 411.08 243-01 901 802204503 9.900 325.45 243-01 901 802205039 10.650 481.51 243-01 901 802205641 13.400 460.65 243-01 901 802206425 12.000 617.17 243-01 901 802207506 12.500 514.65 243-01 901 802208249 13.100 265.21 243-01 901 802209577 10.600 862.28 243-01 901 802211078 10.100 1,149.90 243-01 901 802211144 9.150 420.77
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 6 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802211342 CLAY DONALD O 3302 SCATHELOCKE DRIVE PITTSBURGH PA 15235 243-01 901 802211615 BUSHEY ADAM 9448 TOWER RD KALKASKA MI 49646 243-01 901 802211813 WYATT KENNETH R 153 CANDLEWYCK PLACE HURRICANE WV 25526 243-01 901 802211821 QUATTLEBAUM CLYDE 130 NORTH OAK RD WELLSTON MI 48968 243-01 901 802212506 ISLAM ROSALIE 4921 LOCUST STREET PHILADELPHI PA 19139 243-01 901 802213108 BRAY ARTHUR 2844 E 98TH ST CLEVELAND OH 44104 243-01 901 802214031 PACHECO BETTY 110 MOUNTAIN MEADOW ROAD CIMARRON NM 87714 243-01 901 802214890 WASHBURN LAURIE A ROUTE 1 BOX 228 F GUTHERIE MN 56461 243-01 901 802215053 SNELL CALVIN 5724 BEANPOLE CIRCLE FARMINGTON NY 14425 243-01 901 802216168 DOZIER MAREESHA 11705 11707 GRIFFING AVE S CLEVELAND OH 44120 243-01 901 802216523 ADAMS THOMAS D 3251 PLANTATION ROAD CALLAHAN FL 32011 243-01 901 802216929 CRAIG JOHNNIE M 273 SOUTH HILL MEMPHIS TN 38109 243-01 901 802216960 COVINGTON CINDY FAYE 8276 NC 27 WEST COATS NC 27512 243-01 901 802217299 HOCKING JAMES P 50 EDWARD J ROY DRIVE #21 MANCHESTER NH 03104 243-01 901 802217380 ERICKSON JAN E 619 E TAMARACK ST IRONWOOD MI 49938 243-01 901 802217562 SCHERBARTH LARRY G 8506 HARRISON COURT DENVER CO 80229 243-01 901 802218297 EDMAN NIDA 3818 14TH AVENUE SOUTH SAINT PETER FL 33711 243-01 901 802218784 SUMMERS WILLIAM T 202 BOULDER COURT COWPENS SC 29330 243-01 901 802219154 CARROLL TIMOTHY S 24547 HWY 15 DASSEL MN 55325 243-01 901 802219899 FISCUS JONATHON 256 EAST COLUMBIA STREET DANVILLE IN 46122 243-01 901 802220087 WAKEFIELD THOMAS 55 CENTER STREET PATCHOGUE NY 11772 243-01 901 802220269 ANDRADE MICHAEL J 519 BLUE JAY DRIVE HAYWARD CA 94544 243-01 901 802220475 SHANNON MARIA JULI A 229 PINTAIL LANE COLUMBIA SC 29223 243-01 901 802220699 BARRETO MANUEL 123 STATE STREET OSSINING NY 10562 243-01 901 802220921 ARPASI VINCENT 19807 GULF BOULEVARD 128 INDIAN SHOR FL 33785 243-01 901 802221390 TAYLOR WILLIE 8810 GREER ROAD LYLES TN 37098 243-01 901 802221416 RICE MARTIN 2047 S DELAWARE ST ALLENTOWN PA 18103 243-01 902 802221531 MCNEILL JAMES 279 281 285 289 INGRAM 121 FAYETTEVILL NC 28301 243-01 901 802221945 MAIER THOMAS 37 RIDGELY ROAD SMITHTOWN NY 11787 243-01 900 802221960 FITZPATRICK JAMES EUGENE 1237 MONTEREY STREET PITTSBURGH PA 15212 243-01 901 802221978 SELLERS MARGARET 383 OLD CHESTERFIELD HWY SOCIETY HIL SC 29593 243-01 901 802222398 HOBBS GLADYS W 2078 FARMINGTON RD HARRINGTON DE 19952 243-01 901 802223131 WALTON DERRICK 1340 RIDE LANE COLORADO SP CO 80916 243-01 901 802223685 FRENCH VIBERT 69 12 HILLMEYER AVENUE FAR ROCKAWA NY 11692 243-01 901 802224022 LARDILL DORIS 3060 EDGEHILL RD CLEVELAND H OH 44118 243-01 901 802224220 HICKMAN JERRY JOE 218-A ROUTE 2 MANNING SC 29102 243-01 901 802224386 NASVYTIS ARUNAS A 9617 SILK AVE CLEVELAND OH 44102 243-01 901 802224543 SALVANT CYRIL E 17943 SPRINGFIELD AVE HOMEWOOD IL 60430 243-01 901 802224816 BROWN KEITH STANTON 504 EAST JEFFERSON AUGUSTA MI 49012 243-01 901 802224865 STRACHAN SCOTT 21 QUAIL RUN ROAD YORK PA 17402 243-01 901 802225029 HOFFMAN JANE R RD 1 BOX 1032 PULASKI PA 16143 243-01 901 802225953 VENABLES SCOTT A 543 COOPER STREET LAUREL DE 19956 243-01 901 802226076 ALVAREZ SANTOS B. 2155 MALVINA LINCOLN PAR MI 48146 243-01 901 802226753 WRACK IRENE J 13593 MEYERS DETROIT MI 48227 243-01 901 802226787 PATRICK ROSA NELL 41 PO BOX LOOKOUT WV 25868 243-01 901 802226829 BAIN TAMMY J 536 BELMIST COURT DUNEDIN FL 34698 243-01 901 802226902 BURGER JEFF 1707 EAST IDELL ST TAMPA FL 33604 243-01 901 802227223 LAND RHONDA G 12344 TERRA CEIA AVE NEW PORT RI FL 34654 243-01 901 802227322 STRYER MARK 46 PINE TREE ROAD STOUGHTON MA 02072 243-01 901 802229153 GERALD DAVID 19 JENNIFER LANE BURLINGTON NJ 08016 243-01 901 802229294 PIQUERO JOHNNY 15401 SW 74TH CIRCLE CT #3 MIAMI FL 33193 243-01 901 802229435 JANCETIC GEORGE A 4001 NEPTUNE DRIVE SE ST PETERSBU FL 33705 243-01 901 802229666 BROWN TODD M 606 WILLOWBROOK ROAD ALLENTOWN PA 18103 243-01 901 802231316 PRETTYMAN RUPERT L 3543 WEST CAMBRIDGE DRIVE SALT LAKE C UT 84119 243-01 901 802231621 YOUNG THOMAS E 1847 PIPERS GAP ROAD MOUNT AIRY NC 27030 243-01 901 802231639 MOBLEY BERTHA J 1838 SANTUC DR UNION SC 29031 243-01 901 802231969 CAMPBELL MATTHEW K 56 WESTWOOD AVENUE EAST LONGME MA 01028 243-01 901 802232264 TAYLOR RAYMOND LEE 1078 SECOND STREET PITKIN LA 70656 243-01 901 802232355 UNDERWOOD RICHARD G 610 CHERRY AVE WILLIAMSTOW WV 26187 243-01 901 802232488 MCCOY SHARON 421 TOWNSEND AVE COLUMBUS OH 43223 243-01 901 802232660 MILLER BETTYE J 3658 BULLS BAY HIGHWAY JACKSONVILL FL 32220 243-01 901 802233429 SMITH ASIA 14605 116TH AVENUE JAMAICA NY 11436 243-01 901 802233445 PATTON MICHAEL LEE 1527 1529 WESTOVER ROAD ROANOKE VA 24015 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio --------------------------------------------------------------------------------------------------------------------------- 243-01 901 802211342 32,250.00 32,250.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 80.5 243-01 901 802211615 56,900.00 56,900.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 84.9 243-01 901 802211813 183,200.00 183,200.00 0.00 09/12/1999 08/12/2014 179.34 09/12/99 80.0 243-01 901 802211821 28,500.00 28,500.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 67.8 243-01 901 802212506 35,000.00 35,000.00 0.00 09/24/1999 08/24/2019 239.74 09/24/99 64.8 243-01 901 802213108 48,500.00 48,500.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 66.4 243-01 901 802214031 11,000.00 11,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 81.6 243-01 901 802214890 45,900.00 45,900.00 0.00 09/02/1999 08/02/2019 239.01 09/02/99 85.0 243-01 901 802215053 102,200.00 102,049.01 0.00 09/01/1999 08/01/2029 359.00 10/01/99 85.8 243-01 901 802216168 51,000.00 51,000.00 0.00 09/11/1999 08/11/2029 359.31 09/11/99 85.0 243-01 901 802216523 25,000.00 25,000.00 0.00 09/25/1999 08/25/2019 239.77 09/25/99 41.6 243-01 901 802216929 39,000.00 39,000.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 65.0 243-01 901 802216960 66,250.00 66,250.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 77.9 243-01 901 802217299 42,000.00 42,000.00 0.00 09/16/1999 08/16/2029 179.47 09/16/99 75.0 243-01 901 802217380 35,700.00 35,700.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802217562 77,500.00 77,500.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 79.0 243-01 901 802218297 40,875.00 40,875.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 75.0 243-01 901 802218784 82,800.00 82,800.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 90.0 243-01 901 802219154 90,100.00 90,100.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 85.0 243-01 901 802219899 118,400.00 118,400.00 0.00 09/11/1999 08/11/2029 359.31 09/11/99 80.0 243-01 901 802220087 106,400.00 106,400.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 80.0 243-01 901 802220269 30,900.00 30,773.92 0.00 09/01/1999 08/01/2019 239.00 10/01/99 81.8 243-01 901 802220475 64,600.00 64,600.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 85.0 243-01 901 802220699 105,000.00 105,000.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 75.0 243-01 901 802220921 30,000.00 30,000.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 36.5 243-01 901 802221390 56,950.00 56,950.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 85.0 243-01 901 802221416 51,000.00 51,000.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 85.0 243-01 902 802221531 100,000.00 100,000.00 0.00 10/01/1999 09/01/2024 300.00 10/01/99 60.4 243-01 901 802221945 35,000.00 35,000.00 0.00 09/19/1999 08/19/2019 239.57 09/19/99 24.3 243-01 900 802221960 25,630.00 25,630.00 0.00 09/02/1999 08/02/2009 119.01 09/02/99 50.7 243-01 901 802221978 32,300.00 32,300.00 0.00 09/04/1999 08/04/2014 179.08 09/04/99 85.0 243-01 901 802222398 90,000.00 90,000.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 90.0 243-01 901 802223131 114,300.00 114,300.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 90.0 243-01 901 802223685 52,450.00 52,198.95 0.00 08/28/1999 07/28/2014 178.85 09/28/99 85.0 243-01 901 802224022 96,000.00 96,000.00 0.00 09/19/1999 08/19/2029 359.57 09/19/99 80.0 243-01 901 802224220 34,800.00 34,800.00 0.00 09/20/1999 08/20/2024 299.61 09/20/99 80.0 243-01 901 802224386 100,800.00 100,800.00 0.00 09/09/1999 08/09/2029 359.24 09/09/99 80.0 243-01 901 802224543 60,000.00 60,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 79.6 243-01 901 802224816 22,000.00 22,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 84.1 243-01 901 802224865 30,000.00 30,000.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 89.9 243-01 901 802225029 160,000.00 160,000.00 0.00 09/23/1999 08/23/2019 239.70 09/23/99 80.0 243-01 901 802225953 63,750.00 63,750.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 85.0 243-01 901 802226076 80,000.00 80,000.00 0.00 09/25/1999 08/25/2029 179.77 09/25/99 80.0 243-01 901 802226753 55,000.00 55,000.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 87.3 243-01 901 802226787 27,500.00 27,500.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 57.2 243-01 901 802226829 14,150.00 14,150.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 85.0 243-01 901 802226902 26,200.00 26,200.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 79.3 243-01 901 802227223 18,375.00 18,375.00 0.00 09/09/1999 08/09/2009 119.24 09/09/99 75.0 243-01 901 802227322 55,100.00 55,100.00 0.00 09/23/1999 08/23/2019 239.70 09/23/99 84.9 243-01 901 802229153 38,600.00 38,600.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 80.9 243-01 901 802229294 60,200.00 60,200.00 0.00 09/30/1999 08/30/2014 179.93 09/30/99 70.0 243-01 901 802229435 60,000.00 60,000.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 80.0 243-01 901 802229666 106,500.00 106,500.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 75.0 243-01 901 802231316 29,000.00 29,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 83.8 243-01 901 802231621 25,000.00 25,000.00 0.00 10/01/1999 09/01/2009 120.00 10/01/99 62.5 243-01 901 802231639 29,500.00 29,500.00 0.00 09/27/1999 08/27/2019 239.84 09/27/99 69.4 243-01 901 802231969 140,000.00 140,000.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 66.6 243-01 901 802232264 31,200.00 31,200.00 0.00 09/27/1999 08/27/2014 179.84 09/27/99 80.0 243-01 901 802232355 44,000.00 44,000.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 77.1 243-01 901 802232488 63,750.00 63,724.27 0.00 09/23/1999 08/23/2029 359.70 11/23/99 79.6 243-01 901 802232660 43,400.00 43,400.00 0.00 09/25/1999 08/25/2024 299.77 09/25/99 70.0 243-01 901 802233429 141,800.00 141,800.00 0.00 09/03/1999 08/03/2029 179.05 09/03/99 85.9 243-01 901 802233445 98,800.00 98,800.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 80.0 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin -------------------------------------------------------- 243-01 901 802211342 10.350 353.50 243-01 901 802211615 11.150 548.33 243-01 901 802211813 10.250 1,641.66 243-01 901 802211821 8.900 287.37 243-01 901 802212506 10.600 351.79 243-01 901 802213108 9.250 399.00 243-01 901 802214031 12.900 138.45 243-01 901 802214890 12.470 520.52 243-01 901 802215053 13.700 1,186.71 243-01 901 802216168 12.600 548.26 243-01 901 802216523 8.900 223.33 243-01 901 802216929 12.240 408.38 243-01 901 802216960 13.350 853.54 243-01 901 802217299 8.750 330.41 243-01 901 802217380 12.350 376.86 243-01 901 802217562 12.000 797.17 243-01 901 802218297 10.600 376.96 243-01 901 802218784 10.900 782.27 243-01 901 802219154 9.150 734.71 243-01 901 802219899 12.700 1,282.04 243-01 901 802220087 10.850 1,001.23 243-01 901 802220269 11.500 329.53 243-01 901 802220475 12.600 694.47 243-01 901 802220699 10.350 948.72 243-01 901 802220921 11.000 340.98 243-01 901 802221390 11.150 593.66 243-01 901 802221416 11.850 518.71 243-01 902 802221531 12.350 1,079.18 243-01 901 802221945 11.250 367.24 243-01 900 802221960 10.600 347.28 243-01 901 802221978 12.900 406.55 243-01 901 802222398 9.650 766.64 243-01 901 802223131 11.300 1,114.49 243-01 901 802223685 12.500 646.46 243-01 901 802224022 12.750 1,043.23 243-01 901 802224220 12.750 385.95 243-01 901 802224386 12.300 1,060.18 243-01 901 802224543 11.600 598.76 243-01 901 802224816 10.600 244.55 243-01 901 802224865 11.400 317.86 243-01 901 802225029 8.400 1,378.41 243-01 901 802225953 8.400 485.67 243-01 901 802226076 11.500 792.23 243-01 901 802226753 10.150 596.09 243-01 901 802226787 9.000 278.92 243-01 901 802226829 12.350 173.02 243-01 901 802226902 10.000 281.55 243-01 901 802227223 13.980 285.08 243-01 901 802227322 10.750 559.39 243-01 901 802229153 9.000 391.51 243-01 901 802229294 11.850 716.70 243-01 901 802229435 10.750 560.09 243-01 901 802229666 10.500 974.20 243-01 901 802231316 11.000 329.61 243-01 901 802231621 10.000 330.38 243-01 901 802231639 11.000 304.50 243-01 901 802231969 9.000 1,419.97 243-01 901 802232264 12.250 379.49 243-01 901 802232355 8.650 437.16 243-01 901 802232488 12.950 702.71 243-01 901 802232660 14.000 522.43 243-01 901 802233429 12.400 1,502.38 243-01 901 802233445 9.750 848.84
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 7 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code -------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802233544 GATES DEMPSEY 1886 S ORLEANS STREET MEMPHIS TN 38106 243-01 901 802233767 ORTEGA EMILIO J 259 DRAPER ST NORTHEAST SALEM OR 97301 243-01 901 802234179 GAETANO CARL ANTHONY 2834 FOREST GREEN DRIVE SO LAKELAND FL 36150 243-01 901 802234229 CRANDALL TIMOTHY 19 SAGEFIELD DRIVE CANDLER NC 28715 243-01 901 802234443 TALLENT DONNA ROUTE 2 BOX 132 VAN ALSTYNE TX 75495 243-01 901 802234518 STUBBLEFIELD DAVID E 2777 WHITE OAK CHURCH RD MORRISTOWN TN 37813 243-01 901 802234740 TISDELLE DAVID 11134 MEADOWBROOK WARREN MI 48093 243-01 901 802234781 COLLINS THOMAS R 127 KINGSCLERE ROAD SOUTHAMPTON PA 18966 243-01 901 802235358 HICKSON RICHARD 76 HAMPDEN STREET CHESTER MA 01011 243-01 901 802236422 WASHINGTON SHONDA L 22 BRIGHTON DR AKRON OH 44301 243-01 901 802236547 ZAYAITZ EVELYN RD 1 BOX 113 GREENTOWN PA 18426 243-01 901 802237826 ANDERSON DONNA 17 CROFOOT TRAIL ASHEVILLE NC 28804 243-01 901 802238766 LUTZ JOHN H 5322 ORCHARD STREET PISCATAWAY NJ 08854 243-01 901 802238782 DISOTELL JERRY 164 KIM DRIVE MELVILLE LA 71353 243-01 901 802241216 FERRY LAVERN 136 S CLAY ST COLDWATER MI 49036 243-01 901 802241273 TVEDT JOAN 153 14TH STREET PACIFIC GRO CA 93950 243-01 901 802241406 ROBBINS ERIC L 419 DURRANCE STREET PUNTA GORDA FL 33950 243-01 901 802241448 SALES FRED M 412 5TH AVENUE LEHIGH ACRE FL 33972 243-01 901 802242081 FOX ROBERT DONALD 3992 OLD ALBA RD GAYLORD MI 49735 243-01 900 802242107 HOWE RALPH H RD 5 BOX 107AA TITUSVILLE PA 16354 243-01 901 802242131 EDWARDS LEE BERT 14119 CHANDLER PARK DETROIT MI 48213 243-01 901 802242412 COUCH SHEILA 18252 STANSBURY DETROIT MI 48235 243-01 901 802242479 BORIS LORI A 8295 NORTHGATE DRIVE ROME NY 13440 243-01 901 802243063 JAMES JOHN EDWIN 103 ELLIOT DRIVE BRIDGEVILLE DE 19933 243-01 901 802243097 MOODY ELIZABETH J 13 WILLIAM STREET SPARKILL NY 10976 243-01 901 802243113 JULIAN BRIAN D 119 S CLINTON STREET ALEXANDRIA IN 46001 243-01 901 802243279 COLLINS KENNETH JR 338 LIDYS ROAD PITTSTON PA 18641 243-01 901 802243683 CASWELL KEVIN D 2059 BONNIE LANE FOREST GROV OR 97116 243-01 901 802244384 LOMBARDO GEORGE 3 MILL LANE SAUGERTIES NY 12477 243-01 901 802245860 SUTTON ROSA 3205 MYSYLVIA SAGINAW MI 48601 243-01 901 802245951 YBARRA ISABEL 2736 OLD TAMPA HIGHWAY LAKELAND FL 33801 243-01 901 802246082 BENTLEY MARY 447 EAST STREET NEW BRITAIN CT 06052 243-01 901 802246124 GRAHAM WILLIAM H JR 315 GRANT STREET WYOMING DE 19934 243-01 901 802246272 SHELTON DONNIE 455 FEWS BRIDGE RD TAYLORS SC 29687 243-01 901 802246330 SHADE DAYLE 1725 3RD ST WARREN OH 44485 243-01 901 802246355 PREZZY MICHELLE 132 SAVANT STREET ORANGEBURG SC 29115 243-01 901 802246447 TAND BARBARA 9205 WINONA CT RICHMOND VA 23060 243-01 901 802246488 BAKER DARRIN 9560 EAST 38TH STEREET INDIANAPOLI IN 46236 243-01 901 802247148 HUNNICUTT LARRY L 133 VALLEY LANE LEXINGTON SC 29071 243-01 901 802247338 RODDENBERRY CHARLES R 239 SOUTH WOLFE POINT LECANTO FL 34461 243-01 901 802248260 KNOLL CHARLIE E 929 MILLSHORE DRIVE CHULUOTA FL 32766 243-01 901 802248278 DINWIDDIE CLOVIS 830 OURAY STREET AURORA CO 80011 243-01 901 802248401 BLUE PRESTON 2201 EAST SPRING PLACE LANDOVER MD 20785 243-01 901 802249219 GOODMAN DAVID F 1120 NORTH FIFTH STREET STROUDSBURG PA 18360 243-01 901 802249342 REICH ALLAN 1 NORTH HAMPTON GATE BETHPAGE NY 11714 243-01 901 802249524 WILLIAMS STEVEN 648 AVENUE P SOUTHWEST WINTER HAVE FL 33880 243-01 901 802249680 MERRILL CYNTHIA 161 MAID MARION LANE LEXINGTON NC 27292 243-01 901 802249987 COMBS ROBBIE 3804 BOGARDIS AUSTIN IN 47102 243-01 901 802250308 REINERT ROBERT L 2835 NORTH GALE ST INDIANAPOLI IN 46218 243-01 901 802250480 MULLINS EDWARD M 678 OAKWOOD DRIVE DUNEDIN FL 34698 243-01 901 802250530 ARMSTRONG CHRISTOPHE W 252 WINTHROP STREET TORRINGTON CT 06790 243-01 901 802250639 MACBAN LANAE S 9590 SEDONA HILLS COURT LAS VEGAS NV 89147 243-01 901 802250837 SMOCK CATHY S 3022 EAST RAYMOND STREET INDIANAPOLI IN 46203 243-01 901 802251090 MCMANUS MANDY E 501 KELLY MILLER ROAD WINNSBORO SC 29180 243-01 901 802251215 STORM MARGARET M 8396 FENTON WAY ARVADA CO 80003 243-01 901 802251256 KING VERNEY B 7760 HUNTHAVEN SAN DIEGO CA 92114 243-01 901 802251744 HICKS PAUL A G 508 EAST OAK STREET NORRISTOWN PA 19401 243-01 901 802252031 COLON LISSETTE 3761 DAYTON AVE LORAIN OH 47052 243-01 901 802252056 RIOS ANA L 1007 E 34TH ST LORAIN OH 44055 243-01 901 802252171 CAPPS LARRY 3498 AMELIA STREET LAKE WALES FL 33853 243-01 901 802252932 LEE JESSE T 1066 PINEWOOD CIRCLE LYNDHURST OH 44124 243-01 901 802253369 FRANKS LAMONT 4251 53 BOTANICAL ST LOUIS MO 63110 243-01 901 802253625 MAHONEY HAZEL M 3700 PERDEW DRIVE LAND O LAKE FL 34639 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ---------------------------------------------------------------------------------------------------------------------------- 243-01 901 802233544 32,500.00 32,500.00 0.00 09/02/1999 08/02/2029 359.01 09/02/99 65.0 243-01 901 802233767 21,000.00 21,000.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 47.0 243-01 901 802234179 65,000.00 64,325.73 0.00 09/01/1999 08/01/2014 179.00 10/01/99 77.9 243-01 901 802234229 36,000.00 36,000.00 0.00 09/27/1999 08/27/2019 239.84 09/27/99 80.0 243-01 901 802234443 79,900.00 78,859.31 0.00 10/01/1999 09/01/2019 240.00 10/01/99 69.4 243-01 901 802234518 45,000.00 45,000.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 75.0 243-01 901 802234740 57,800.00 57,800.00 0.00 09/09/1999 08/09/2014 179.24 09/09/99 89.9 243-01 901 802234781 35,000.00 35,000.00 0.00 09/03/1999 08/03/2019 239.05 09/03/99 84.9 243-01 901 802235358 42,000.00 42,000.00 0.00 08/28/1999 07/28/2014 178.85 08/28/99 70.0 243-01 901 802236422 37,800.00 37,800.00 0.00 09/13/1999 08/13/2014 179.38 09/13/99 56.4 243-01 901 802236547 39,000.00 39,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 50.6 243-01 901 802237826 34,425.00 34,425.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 85.0 243-01 901 802238766 149,000.00 149,000.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 66.8 243-01 901 802238782 33,150.00 33,150.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 85.0 243-01 901 802241216 21,000.00 21,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 60.0 243-01 901 802241273 73,000.00 73,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 78.3 243-01 901 802241406 11,600.00 11,600.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 87.6 243-01 901 802241448 29,500.00 29,500.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 89.8 243-01 901 802242081 38,500.00 38,500.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 64.1 243-01 900 802242107 46,800.00 46,800.00 0.00 09/06/1999 08/06/2029 359.15 09/06/99 80.0 243-01 901 802242131 75,600.00 75,600.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 90.0 243-01 901 802242412 53,900.00 53,900.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 64.9 243-01 901 802242479 21,000.00 21,000.00 0.00 09/04/1999 08/04/2014 179.08 09/04/99 74.8 243-01 901 802243063 15,500.00 15,500.00 0.00 09/02/1999 08/02/2014 179.01 09/02/99 89.6 243-01 901 802243097 135,000.00 135,000.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 90.0 243-01 901 802243113 63,750.00 63,750.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802243279 43,500.00 43,500.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 67.9 243-01 901 802243683 19,000.00 19,000.00 0.00 09/19/1999 08/19/2014 179.57 09/19/99 89.9 243-01 901 802244384 55,000.00 55,000.00 0.00 09/01/1999 08/01/2019 239.00 09/01/99 86.9 243-01 901 802245860 54,400.00 54,400.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 85.0 243-01 901 802245951 15,000.00 15,000.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 60.0 243-01 901 802246082 80,000.00 79,989.96 0.00 08/27/1999 07/27/2014 178.82 09/27/99 79.2 243-01 901 802246124 112,000.00 112,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 80.0 243-01 901 802246272 31,000.00 31,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 68.8 243-01 901 802246330 63,000.00 63,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 90.0 243-01 901 802246355 62,802.00 62,802.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 75.0 243-01 901 802246447 69,560.00 69,560.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 80.0 243-01 901 802246488 73,100.00 73,100.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 85.0 243-01 901 802247148 34,000.00 34,000.00 0.00 09/27/1999 08/27/2024 299.84 09/27/99 85.0 243-01 901 802247338 39,600.00 39,600.00 0.00 09/23/1999 08/23/2024 299.70 09/23/99 90.0 243-01 901 802248260 39,139.00 39,139.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 89.8 243-01 901 802248278 17,100.00 17,100.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 84.9 243-01 901 802248401 97,750.00 97,750.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802249219 36,750.00 36,750.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 70.0 243-01 901 802249342 75,850.00 75,625.70 0.00 08/28/1999 07/28/2014 178.85 09/28/99 81.0 243-01 901 802249524 29,250.00 29,250.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 65.0 243-01 901 802249680 67,600.00 67,600.00 0.00 09/12/1999 08/12/2029 359.34 09/12/99 80.0 243-01 901 802249987 70,200.00 70,200.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 90.0 243-01 901 802250308 41,600.00 41,600.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 802250480 18,700.00 18,700.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 86.2 243-01 901 802250530 66,500.00 66,500.00 0.00 09/27/1999 08/27/2014 179.84 09/27/99 89.8 243-01 901 802250639 40,000.00 40,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 17.3 243-01 901 802250837 35,000.00 35,000.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 67.3 243-01 901 802251090 30,220.00 30,220.00 0.00 09/18/1999 08/18/2024 299.54 09/18/99 80.0 243-01 901 802251215 43,131.00 43,131.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 90.0 243-01 901 802251256 43,900.00 43,900.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 78.9 243-01 901 802251744 10,000.00 10,000.00 0.00 09/02/1999 08/02/2014 179.01 09/02/99 80.0 243-01 901 802252031 63,000.00 62,966.08 0.00 09/16/1999 08/16/2029 359.47 11/16/99 78.7 243-01 901 802252056 54,000.00 53,975.41 0.00 09/16/1999 08/16/2029 359.47 11/16/99 79.4 243-01 901 802252171 54,000.00 54,000.00 0.00 09/18/1999 08/18/2019 239.54 09/18/99 58.6 243-01 901 802252932 165,750.00 165,750.00 0.00 09/11/1999 08/11/2029 359.31 09/11/99 85.0 243-01 901 802253369 43,500.00 43,500.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 75.0 243-01 901 802253625 25,680.00 25,680.00 0.00 09/25/1999 08/25/2019 239.77 09/25/99 89.9 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin -------------------------------------------------------- 243-01 901 802233544 14.040 386.11 243-01 901 802233767 11.400 243.99 243-01 901 802234179 10.080 574.27 243-01 901 802234229 11.400 381.44 243-01 901 802234443 9.350 736.96 243-01 901 802234518 10.250 441.74 243-01 901 802234740 10.900 653.33 243-01 901 802234781 13.450 421.32 243-01 901 802235358 13.200 471.18 243-01 901 802236422 11.850 384.46 243-01 901 802236547 8.000 286.17 243-01 901 802237826 11.650 370.68 243-01 901 802238766 9.500 1,252.87 243-01 901 802238782 10.500 366.44 243-01 901 802241216 12.240 219.90 243-01 901 802241273 10.350 659.59 243-01 901 802241406 12.000 139.22 243-01 901 802241448 11.750 349.32 243-01 901 802242081 10.600 355.06 243-01 900 802242107 12.750 508.57 243-01 901 802242131 9.900 657.86 243-01 901 802242412 12.240 564.40 243-01 901 802242479 12.350 256.79 243-01 901 802243063 11.350 179.59 243-01 901 802243097 10.900 1,275.45 243-01 901 802243113 11.500 631.31 243-01 901 802243279 8.650 432.19 243-01 901 802243683 12.250 199.10 243-01 901 802244384 12.500 624.88 243-01 901 802245860 10.750 507.81 243-01 901 802245951 10.000 144.75 243-01 901 802246082 11.700 804.46 243-01 901 802246124 8.150 833.56 243-01 901 802246272 13.750 379.88 243-01 901 802246330 10.150 559.87 243-01 901 802246355 11.750 633.93 243-01 901 802246447 12.500 742.38 243-01 901 802246488 11.000 696.15 243-01 901 802247148 11.400 343.12 243-01 901 802247338 10.650 378.15 243-01 901 802248260 9.840 373.56 243-01 901 802248278 12.600 211.88 243-01 901 802248401 11.600 975.47 243-01 901 802249219 10.250 329.32 243-01 901 802249342 10.790 852.13 243-01 901 802249524 12.150 304.25 243-01 901 802249680 11.850 687.55 243-01 901 802249987 10.900 663.23 243-01 901 802250308 10.650 385.20 243-01 901 802250480 10.900 211.37 243-01 901 802250530 10.150 590.97 243-01 901 802250639 10.350 395.33 243-01 901 802250837 10.000 307.15 243-01 901 802251090 12.500 329.50 243-01 901 802251215 12.050 445.31 243-01 901 802251256 10.000 385.25 243-01 901 802251744 12.700 124.56 243-01 901 802252031 11.850 640.76 243-01 901 802252056 12.500 576.32 243-01 901 802252171 9.850 515.76 243-01 901 802252932 11.750 1,673.10 243-01 901 802253369 14.150 520.59 243-01 901 802253625 10.400 254.66
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 8 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code -------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802253880 SCHELL MARIA NANCY 6538 15TH STREET NORTH ST PETERSBU FL 33702 243-01 901 802254151 WEINTRAUB LES 113 FORTY ACRE MOUNTAIN RD DANBURY CT 06811 243-01 901 802254938 BOLES MICHAEL ANTHONY 304 1435 HIGHWAY 61 EAST MAYNARDVILL TN 37807 243-01 901 802255224 PINDELL TERRY L 324 MARYLAND AVE GLEN BURNIE MD 21061 243-01 901 802255521 PRICE CAROL 1330 N LINDEN ST BLOOMINGTON IL 61702 243-01 901 802255943 TOWNSEND BARBARA E. 4478 SEMINOLE DETROIT MI 48214 243-01 901 802256099 FIELDS WILLIAM 19433 FENMORE DETROIT MI 48235 243-01 901 802256313 EYO MAYEN B 104 TERRY PLACE BRIDGEPORT CT 06606 243-01 901 802256644 WILLIAMS JANETTE 19445 FENMORE DETROIT MI 48235 243-01 901 802257154 GASKELL ARTHUR R 6706 MANOR BEACH ROAD NEW PORT RI FL 34652 243-01 901 802257915 JOHNSEN GERALD S 27081 BENIDORM MISSION VIE CA 92692 243-01 901 802257998 JOHNSON WILLIAM A 141 LANTERN LANE KING OF PRU PA 19406 243-01 901 802258210 GRIMES WALTER R 14 LECLAIR STREET NORTH READI MA 01864 243-01 901 802259333 BLANDING REGGIE 313 CLARK STREAM DRIVE ANDERSON SC 29621 243-01 901 802259465 BLACK FELISA B 3629 EAST 113TH STREET CLEVELAND OH 44105 243-01 901 802259697 CHAPPELL PHILLIP 85 FREEDOM LANE HENDERSON NC 27536 243-01 901 802259838 CLAUSELL JIMMY 3424 UNCLE GENES WAY CONYERS GA 30013 243-01 901 802259887 WEBB JAMES 5110 BARKWILL CLEVELAND OH 44127 243-01 901 802260166 JOHNSON JEFFREY L 954 SOUTH 100 WEST OREM UT 84058 243-01 901 802260299 BROWN MARION 8910 STRATHMORE DR HOUSTON TX 77078 243-01 901 802260513 OMAT DONALD 3625 PORTLAND AVENUE TACOMA WA 98404 243-01 901 802261412 COX GREGORY W 1213 VELMA STREET LONGVIEW TX 75602 243-01 901 802261461 GODFREY DOROTHY 1711 PACIFIC AVENUE NORTH FORT FL 33903 243-01 901 802261891 LEWIS FRANK F 3221 LINDA CIRCLE CONYERS GA 30013 243-01 901 802262121 CIFALDI MATTHEW J JR 417 WEST BERRY AVENUE LANSING MI 48910 243-01 901 802262543 BOOTH MARK A 711 HERSHBERGER RD ROANOKE VA 24012 243-01 901 802263459 REINERT ROBERT L 2022 EAST 34TH STREET INDIANAPOLI IN 46218 243-01 901 802263533 PERSINGER GARY 512 SCARLET O'HARA SUMMERSVILL WV 26651 243-01 901 802263699 HARTLINE EVELYN 1210 S BROADWAY ST GENEVA OH 44041 243-01 901 802264150 HARMS DOUGLAS R 1455 CRESTWOOD ROAD ENGLEWOOD FL 34223 243-01 901 802264333 HUNTLEY TODD A 9688 SOUTH CANBERRA DRIVE HIGHLANDS R CO 80126 243-01 901 802264820 MORETTI PETER D 1928 KENNETH AVENUE ARNOLD PA 15068 243-01 901 802265371 COEY BERMAN L 9671 MINK ST REYNOLDSBUR OH 43068 243-01 901 802265488 SAUERS JENNIE M FORT STREET EXTENSION SMITHTON PA 15479 243-01 901 802265512 MAGGIO CHRIS 110 WOODLANE AVENUE WILDWOOD FL 34785 243-01 901 802265686 SCHLANKER CHARLES E 527 SHADY LN DE SOTO MO 63020 243-01 901 802266668 JONES NORMAN 1223 EASY STREET LAKELAND FL 33811 243-01 901 802266742 MUNEZ WILFREDO 2650 W 41ST ST CLEVELAND OH 44102 243-01 901 802266999 PUTNAM TODD D 8269 W HIBBARD OVID MI 48866 243-01 901 802267344 LOUGHREN TIMOTHY C 616 SE SANTA BARBARA PLACE CAPE CORAL FL 33990 243-01 901 802267427 BOWLES SAMUEL T 1145 SUGARTREE DRIVE SOUTH LAKELAND FL 33813 243-01 901 802268169 GARTH MARIA E 36 GUSTO LANE ROOSEVELT NY 11575 243-01 901 802268300 FOURNIER GLENN R 502 WEST NEW YORK SEBRING OH 44672 243-01 901 802268615 ANDERSON JEAN 221 MEADOW ST WALTERBORO SC 29488 243-01 901 802268920 FERGUSON LEONARD M 250 COUNTRY CLUB PARKWAY LEHIGH ACRE FL 33972 243-01 901 802269555 CATANIA PETRINA L 1460 N SANDBURG TERR 2606 CHICAGO IL 60610 243-01 901 802270348 MILLER ALICE M 1671 EASTERN ROAD SOUTH DAYTO FL 32119 243-01 901 802270603 HENRY GARY 2612 TEAL AVENUE SARASOTA FL 34232 243-01 901 802270827 ALVAREZ ARTHUR 3913 ABBEYWOOD AVENUE WHITTIER CA 90601 243-01 901 802270934 ROBINSON KING 502 HANCOCK STREET CLEVELAND TX 77327 243-01 901 802271460 ZIMON BYRON 112 FREMONT AVENUE NORTH TAMPA FL 33606 243-01 901 802271593 CASTEEL SCOTT J 346 SOUTH MAPLE ST ELYRIA OH 44035 243-01 901 802271932 BOOHER JOSEPH J. 2619 BELLEVUE DRIVE FORT WAYNE IN 46825 243-01 901 802272062 GODDARD RICHARD V 180 DARLING ROAD HUDSON ME 04449 243-01 901 802272096 WILLIS DANIEL C 7432 HENRY ROAD VALE NC 28168 243-01 901 802273060 REINERT ROBERT L 2831 GALE STREET INDIANAPOLI IN 46203 243-01 901 802273938 WEISBECKER JAMES R 8148 BRIDGEWATER COURT B WEST PALM B FL 33406 243-01 901 802273953 WILLIAMS CHESTER L RT 2 BOX 221E SNOW HILL NC 28580 243-01 901 802274597 PINGEL GERALD R JR 1676 GENOA STREET AURORA CO 80011 243-01 901 802274928 MONACO VINCENT C 150 FAIRLANE DRIVE OHIOVILLE PA 15052 243-01 901 802275537 MILLARD STEVEN A 5025 ELIZABETH PRESCOTT MI 48756 243-01 901 802276428 CRAVEN DARRELL 243 J S WILLIAMSON COURT NICHOLSON GA 30565 243-01 901 802276659 HAMM RICK L 2 RR BOX 155 MONROVIA IN 46157 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ---------------------------------------------------------------------------------------------------------------------------- 243-01 901 802253880 48,300.00 48,300.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 70.0 243-01 901 802254151 38,000.00 38,000.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 90.0 243-01 901 802254938 29,750.00 29,750.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 85.0 243-01 901 802255224 32,000.00 32,000.00 0.00 09/23/1999 08/23/2009 119.70 09/23/99 85.7 243-01 901 802255521 48,000.00 48,000.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 71.6 243-01 901 802255943 34,800.00 34,800.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 84.8 243-01 901 802256099 36,000.00 36,000.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 80.0 243-01 901 802256313 15,000.00 15,000.00 0.00 09/04/1999 08/04/2014 179.08 09/04/99 85.1 243-01 901 802256644 26,800.00 26,800.00 0.00 09/10/1999 08/10/2029 359.28 09/10/99 53.6 243-01 901 802257154 39,000.00 39,000.00 0.00 09/06/1999 08/06/2019 239.15 09/06/99 75.0 243-01 901 802257915 30,000.00 30,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 68.1 243-01 901 802257998 141,177.00 141,177.00 0.00 09/06/1999 08/06/2029 179.15 09/06/99 89.9 243-01 901 802258210 56,000.00 56,000.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 84.5 243-01 901 802259333 29,500.00 29,500.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 79.9 243-01 901 802259465 55,250.00 55,250.00 0.00 09/25/1999 08/25/2029 359.77 09/25/99 85.0 243-01 901 802259697 34,000.00 34,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 80.0 243-01 901 802259838 131,250.00 131,250.00 0.00 08/23/1999 07/23/2014 178.68 08/23/99 75.0 243-01 901 802259887 22,750.00 22,750.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 65.0 243-01 901 802260166 12,000.00 12,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 79.5 243-01 901 802260299 39,200.00 39,200.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 80.0 243-01 901 802260513 16,000.00 16,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 83.7 243-01 901 802261412 38,000.00 37,961.16 0.00 10/01/1999 09/01/2029 360.00 12/01/99 66.6 243-01 901 802261461 39,100.00 39,100.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 85.0 243-01 901 802261891 122,500.00 122,500.00 0.00 08/23/1999 07/23/2029 358.68 09/23/99 70.0 243-01 901 802262121 48,000.00 48,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 72.1 243-01 901 802262543 13,000.00 13,000.00 0.00 09/20/1999 08/20/2009 119.61 09/20/99 84.6 243-01 901 802263459 40,800.00 40,800.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 802263533 79,050.00 79,050.00 0.00 09/16/1999 08/16/2019 239.47 09/16/99 85.0 243-01 901 802263699 60,000.00 60,000.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 75.0 243-01 901 802264150 255,425.00 255,425.00 0.00 09/01/1999 08/01/2014 179.00 09/01/99 85.0 243-01 901 802264333 21,500.00 21,500.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 84.4 243-01 901 802264820 18,800.00 18,800.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 80.9 243-01 901 802265371 10,000.00 10,000.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 76.6 243-01 901 802265488 40,000.00 40,000.00 0.00 09/17/1999 08/17/2019 239.51 09/17/99 74.5 243-01 901 802265512 63,000.00 63,000.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 87.5 243-01 901 802265686 64,800.00 64,800.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 90.0 243-01 901 802266668 20,000.00 20,000.00 0.00 09/27/1999 08/27/2009 119.84 09/27/99 80.0 243-01 901 802266742 42,000.00 42,000.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 75.0 243-01 901 802266999 97,600.00 97,600.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 84.8 243-01 901 802267344 17,850.00 17,850.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 85.0 243-01 901 802267427 30,150.00 30,150.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 85.0 243-01 901 802268169 26,000.00 26,000.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 64.8 243-01 901 802268300 44,000.00 44,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 80.0 243-01 901 802268615 57,000.00 57,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 71.0 243-01 901 802268920 19,000.00 19,000.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 84.9 243-01 901 802269555 66,000.00 66,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 54.0 243-01 901 802270348 45,050.00 45,050.00 0.00 09/10/1999 08/10/2014 179.28 09/10/99 85.0 243-01 901 802270603 57,850.00 57,850.00 0.00 09/18/1999 08/18/2014 179.54 09/18/99 65.0 243-01 901 802270827 15,000.00 15,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 38.4 243-01 901 802270934 30,600.00 30,600.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 90.0 243-01 901 802271460 37,000.00 37,000.00 0.00 09/25/1999 08/25/2009 119.77 09/25/99 57.8 243-01 901 802271593 72,900.00 72,900.00 0.00 09/18/1999 08/18/2029 359.54 09/18/99 90.0 243-01 901 802271932 72,000.00 72,000.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 802272062 32,000.00 32,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 48.4 243-01 901 802272096 36,050.00 36,050.00 0.00 09/18/1999 08/18/2024 299.54 09/18/99 70.0 243-01 901 802273060 39,200.00 39,200.00 0.00 09/20/1999 08/20/2029 359.61 09/20/99 80.0 243-01 901 802273938 67,500.00 67,500.00 0.00 09/13/1999 08/13/2019 239.38 09/13/99 75.0 243-01 901 802273953 67,500.00 67,500.00 0.00 09/17/1999 08/17/2029 359.51 09/17/99 75.0 243-01 901 802274597 42,000.00 42,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 78.6 243-01 901 802274928 85,000.00 85,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 85.0 243-01 901 802275537 32,000.00 32,000.00 0.00 09/16/1999 08/16/2014 179.47 09/16/99 80.0 243-01 901 802276428 32,800.00 32,800.00 0.00 09/24/1999 08/24/2029 359.74 09/24/99 63.0 243-01 901 802276659 44,000.00 44,000.00 0.00 09/25/1999 08/25/2019 239.77 09/25/99 80.0 Current Scheduled Mortgage Payment Pool ID Inv Account Rate Int & Prin ---------------------------------------------------------- 243-01 901 802253880 9.290 398.75 243-01 901 802254151 10.650 383.22 243-01 901 802254938 10.750 333.48 243-01 901 802255224 8.990 405.19 243-01 901 802255521 12.100 497.43 243-01 901 802255943 12.600 374.11 243-01 901 802256099 13.000 398.23 243-01 901 802256313 12.250 182.45 243-01 901 802256644 10.850 252.19 243-01 901 802257154 12.740 449.71 243-01 901 802257915 11.600 322.00 243-01 901 802257998 10.950 1,339.13 243-01 901 802258210 11.600 657.75 243-01 901 802259333 13.250 350.88 243-01 901 802259465 12.600 593.95 243-01 901 802259697 9.900 363.29 243-01 901 802259838 11.950 1,345.00 243-01 901 802259887 9.850 197.13 243-01 901 802260166 10.600 110.67 243-01 901 802260299 12.250 410.78 243-01 901 802260513 12.000 176.17 243-01 901 802261412 9.150 309.87 243-01 901 802261461 10.750 364.99 243-01 901 802261891 12.900 1,345.53 243-01 901 802262121 8.250 360.61 243-01 901 802262543 11.600 183.52 243-01 901 802263459 10.650 377.80 243-01 901 802263533 10.750 802.54 243-01 901 802263699 11.100 575.93 243-01 901 802264150 11.150 2,461.47 243-01 901 802264333 9.900 229.73 243-01 901 802264820 13.250 211.65 243-01 901 802265371 11.500 116.82 243-01 901 802265488 11.950 439.04 243-01 901 802265512 10.150 559.87 243-01 901 802265686 10.650 600.03 243-01 901 802266668 12.850 296.85 243-01 901 802266742 12.100 435.25 243-01 901 802266999 11.000 929.47 243-01 901 802267344 11.600 209.66 243-01 901 802267427 10.025 324.45 243-01 901 802268169 13.250 333.25 243-01 901 802268300 12.500 469.59 243-01 901 802268615 11.340 557.52 243-01 901 802268920 11.350 220.15 243-01 901 802269555 11.100 633.53 243-01 901 802270348 11.975 462.52 243-01 901 802270603 13.350 655.80 243-01 901 802270827 9.500 156.63 243-01 901 802270934 9.150 249.52 243-01 901 802271460 9.250 473.72 243-01 901 802271593 10.400 661.40 243-01 901 802271932 11.600 718.51 243-01 901 802272062 11.850 380.97 243-01 901 802272096 14.000 433.96 243-01 901 802273060 10.650 362.98 243-01 901 802273938 10.600 678.45 243-01 901 802273953 12.750 733.52 243-01 901 802274597 8.750 371.16 243-01 901 802274928 9.400 708.53 243-01 901 802275537 13.350 362.76 243-01 901 802276428 9.650 279.40 243-01 901 802276659 12.500 499.90
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[Enlarge/Download Table] ALLIANCE FUNDING A division of Superior Bank FSB Page 9 10/11/99 Sale Schedule - Group 1 1999-3 Initial Pool of Fixed Rate Mortgages - Settlement 9/28/99 Zip Pool ID Inv Account Name Address City State Code --------------------------------------------------------------------------------------------------------------------------------- 243-01 901 802276774 BRIDGEMAN SONJA 10108 TRAVERSE DETROIT MI 48234 243-01 901 802276782 JACKSON STELLA GROSSO 2912 VOORHIES AVENUE BROOKLYN NY 11235 243-01 901 802277434 MADDERA LYNDA L 11086 S WINDY PK RIDGE DR SANDY UT 84094 243-01 901 802278200 FARRELL ELWIN MUD MILLS ROAD AUGUSTA ME 04330 243-01 901 802278275 ROUSSEAU DAVID 149 EAST ALICE MERRIL MI 48637 243-01 901 802278796 POTEET WILLIAM R 1821 KOOTER LANE LAKELAND FL 33805 243-01 901 802278945 SHAMBLIN JERRY W 233 PINNACLE WAY GUYTON GA 31312 243-01 901 802279075 ASHFORD LESLIE L 10925 MOGUL DETROIT MI 48224 243-01 901 802279703 PURVIS KEVIN D 3535 E BRADFORD ROAD NE BRADFORD IN 47107 243-01 901 802279778 CRAYTON CONNIE L 12315 SOIKA AVENUE CLEVELAND OH 44120 243-01 901 802279828 HARLIN RENEE 329 LAKE ST AKRON OH 44301 243-01 901 802280057 JOURDAIN MARIA 10024 NORTH ASTER AVE TAMPA FL 33612 243-01 901 802280826 FORMAN-PEMBE CAROL D 30 LAWMAR LANE BURNT HILLS NY 12027 243-01 901 802281048 MURRAY CHARLES R JR 3720 BUFFALO RD NEW WINDSOR MD 21776 243-01 901 802281493 KAP RICHARD D 515 HARRISON BOULEVARD OGDEN UT 84404 243-01 901 802281634 BARROW LEX T 2301 COLLEGE STREET JUNCTION TX 76849 243-01 901 802281881 DERR RONALD L 205 EAST PRESTON STREET BALTIMORE MD 21202 243-01 901 802282178 DOVE PATRICK B RR5 BOX 682 4 LAKE CITY FL 32024 243-01 901 802282202 JOHNSON BOBBY 159 TREEMOUNT LN GASTON SC 29053 243-01 901 802282285 BACKUS JEANETTE C 1108 MIDDLETON ST FLORENCE SC 29506 243-01 901 802283127 VALDEZ TOMAS 1955 EAST VINE AVE MESA AZ 85204 243-01 901 802283242 PINA EMMANUEL 6777 71ST STREET NORTH PINELLAS PA FL 33781 243-01 901 802283952 TIXIER JUDITH A 02 BLUEBIRD DRIVE GALLUP NM 87301 243-01 901 802284646 ST JOHN GLEN E 11364 GLENADINE AVENUE ARCADIA FL 34266 243-01 901 802284745 GIBSON DAVID 405 N SECOND STREET BOONEVILLE IN 47601 243-01 901 802284984 BEATTY GARY L 1580 N HINTON STREET PORT CHARLO FL 33952 243-01 901 802285247 FORD STEVE C 262 NORTH BELLEVIEW STREET INDIANAPOLI IN 46222 243-01 901 802285627 JOHNSON DAVID R 8061 124TH TERRACE NORTH LARGO FL 33773 243-01 901 802286054 BOLTZ LORENA ANN 4060 SUMMIT STREET WESTON MI 49289 243-01 901 802286138 WALSH EDWARD M 8961 WEST LAYTON AVENUE LITTLETON CO 80123 243-01 901 802286401 WALKER FREDIE D 208 DELAWARE STREET ANDERSON IN 46016 243-01 901 802287334 KREIMEYER DIANNA L 16229 EAST LINVALE AVENUE AURORA CO 80013 243-01 901 802287649 VALENTINE CRAIG 5915 TARBY COURT CHARLOTTE NC 28269 243-01 901 802288019 PARKER JAMES HENRY JR 2177 CONNER GROVE RD WILLIS VA 24380 243-01 901 802288035 JOHNSTON BONITA 11337 115TH STREET NORTH LARGO FL 33778 243-01 901 802288605 MIKE DARRYL C 9 CHRISTINA AVENUE MONROE NJ 08831 243-01 901 802289488 SARI VANCE 5096 EAGLESON ROAD GLADWIN MI 48624 243-01 901 802289645 REYNOLDS DAVID J 5737 MICHIGAN AVENUE NEW PORT RI FL 34652 243-01 901 802290254 RILEY JOSEPH 1905 ANNONA AVENUE TAMPA FL 33612 243-01 901 802290783 COFFEY MARY J 200 MARVIN COURT WEST COLUMB SC 29170 243-01 901 802290866 CHRISTMAN DIANNE 2660 106TH ALLEGAN MI 49010 243-01 901 802290908 PUENTE PASCUAL 1712 JOLIET STREET AURORA CO 80010 243-01 901 802290957 CHEYNEY ROBERT F. 4250 WEE STREET MT DORA FL 32757 243-01 901 802291559 BUMGARDNER KATHY 27240 NORTHEAST 48TH AVE OKEECHOBEE FL 34972 243-01 901 802292649 HAMILTON CECIL E 906 W GULF TERRA DRIVE MOBILE AL 36605 243-01 901 802293316 MEALING ROBERT C 14 SWARTZ AVENUE CHALFONT PA 18914 243-01 901 802293373 KWOKA MAREK J 49 32 ANNANDALE LANE LITTLE NECK NY 11362 243-01 901 802293993 RESTO JORGE 1632 HEIMAN AVENUE FORT MYERS FL 33905 243-01 901 802294009 PACK JOSEPH 557 ROCKY HILL RD WILLIS VA 24380 243-01 901 802294116 RUELAS GUADALUPE 9230 OTTERBEIN ROAD S E LACONIA IN 47135 243-01 901 802294124 FIELDS GENE PAUL 260 CYPRESS POINT DR UNIT PALM BEACH FL 33418 243-01 901 802294389 ROCCA JOANNE 224 LINCOLN BOULEVARD MERRICK NY 11566 243-01 901 802294439 DAVIS JULIETTE M 1322 S WABASH AVE UNIT B CHICAGO IL 60605 243-01 901 802294546 CAPARELL MELVIN J 4830 M LAKE ROAD KEYSTONE HE FL 32656 243-01 901 802294975 VRANESICH LARRY 11117 WHITHORN DETROIT MI 48213 243-01 901 802294991 MINASYAN ARAKEL 20 BARNES STREET WALTHAM MA 02453 243-01 901 802295170 GARCIA JEFFREY S 3107 STATE ROUTE 60 VERMILLION OH 44089 243-01 901 802295428 REAUME LOU ANNE 37063 COOPER STERLING HE MI 48312 243-01 901 802295618 CODER KAREN L 2095 PIROSE DRIVE COLORADO SP CO 80915 243-01 901 802295667 VOTTA ANTHONY 9327 EAST RAYMAR LANE INVERNESS FL 34451 243-01 901 802295881 COMPTON GEORGE RICHARD RR1 BOX 336 CAIRO WV 26337 243-01 901 802295915 EVANS TINA E 2360 TUNGSTEN MINE ROAD TOWNSVILLE NC 27584 243-01 901 802297028 PHILYAW CLYDE 1440 SLOPE TERRACE LENOIR NC 28645 Principal Cut-off Date Cut-off Date First Original Balance at Principal Companion Payment Maturity Rem Date LTV Pool ID Inv Account Origination Balance Loan Bal. Date Date Term Due Ratio ---------------------------------------------------------------------------------------------------------------------------- 243-01 901 802276774 20,000.00 20,000.00 0.00 09/23/1999 08/23/2029 359.70 09/23/99 80.0 243-01 901 802276782 42,750.00 42,750.00 0.00 09/20/1999 08/20/2019 239.61 09/20/99 67.1 243-01 901 802277434 55,000.00 55,000.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 84.9 243-01 901 802278200 55,250.00 55,250.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 85.0 243-01 901 802278275 51,000.00 51,000.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 80.0 243-01 901 802278796 13,000.00 13,000.00 0.00 09/20/1999 08/20/2014 179.61 09/20/99 89.3 243-01 901 802278945 40,800.00 40,800.00 0.00 09/26/1999 08/26/2024 299.80 09/25/99 85.0 243-01 901 802279075 18,600.00 18,600.00 0.00 09/25/1999 08/25/2019 239.77 09/25/99 83.6 243-01 901 802279703 20,500.00 20,500.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 84.6 243-01 901 802279778 53,200.00 53,200.00 0.00 09/24/1999 08/24/2014 179.74 09/24/99 70.0 243-01 901 802279828 41,600.00 41,600.00 0.00 09/23/1999 08/23/2014 179.70 09/23/99 65.0 243-01 901 802280057 42,000.00 42,000.00 0.00 09/27/1999 08/27/2029 359.84 09/27/99 58.3 243-01 901 802280826 55,000.00 55,000.00 0.00 09/25/1999 08/25/2014 179.77 09/25/99 84.8 243-01 901 802281048 59,600.00 59,600.00 0.00 09/17/1999 08/17/2014 179.51 09/17/99 81.5 243-01 901 802281493 32,350.00 32,350.00 0.00 10/01/1999 09/01/2014 180.00 10/01/99 79.4 243-01 901 802281634 36,570.00 36,570.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 69.0 243-01 901 802281881 35,000.00 35,000.00 0.00 09/11/1999 08/11/2014 179.31 09/11/99 89.9 243-01 901 802282178 28,750.00 28,750.00 0.00 10/06/1999 09/06/2024 300.16 10/06/99 61.1 243-01 901 802282202 63,750.00 63,750.00 0.00 09/16/1999 08/16/2029 359.47 09/16/99 85.0 243-01 901 802282285 53,975.00 53,916.16 0.00 09/04/1999 08/04/2029 359.08 10/04/99 85.0 243-01 901 802283127 14,762.00 14,762.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 85.0 243-01 901 802283242 76,500.00 76,500.00 0.00 10/01/1999 09/01/2029 360.00 10/01/99 85.0 243-01 901 802283952 63,000.00 63,000.00 0.00 10/01/1999 09/01/2019 240.00 10/01/99 75.0 243-01 901 802284646 28,000.00 28,000.00 0.00 10/01/1999 09/