SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from __________ to
__________.
Commission File number 33-339505
ContiMortgage Home Equity Loan Trust 1999-2
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
16-1565860
16-1565861
New York 16-1565862
------------------------------------- ---------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Manufacturers and Traders Trust Company
Corporate Trust Department
One M&T Plaza
Buffalo, New York 14240-2599
(Address of principal executive offices) (Zip Code)
- --------------------------------------------- ----------------------
Registrant's telephone number, including area code: (716) 842-5589 Securities
registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None None
---------------------- ------------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
Indicated by check mark whether the registrant (1) has filed all reports
required to be file by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (e 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X ]
State the aggregate market value of the voting stock held by non-affiliates
of registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing:
Not Applicable
Documents Incorporated by Reference:
None
<PAGE>
CONTIMORTGAGE HOME EQUITY LOAN TRUST 1999-2
INDEX
Page
PART 1 .....................................................................3
ITEM 1 - Business...............................................3
ITEM 2 - Properties.............................................3
ITEM 3 - Legal Proceedings......................................3
ITEM 4 - Submission of Matters to a Vote of Security Holders....3
PART II ................................................................ 3
ITEM 5 - Market for Registrant's Common Stock and
Related Stockholder Matters...................... 3
ITEM 6 - Selected Financial Data.......................... 3
ITEM 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations ... 3
ITEM 7A - Quantitative and Qualitative Disclosures about
Market Risk...................................... 3
ITEM 8 - Financial Statements and Supplementary Data...... 4
ITEM 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........... 4
PART III................................................................. 4
ITEM 10 - Directors and Executive Officers of the
Registrant....................................... 4
ITEM 11 - Executive Compensation............................ 4
ITEM 12 - Security Ownership of Certain Beneficial
Owners and Management............................. 4
ITEM 13 - Certain Relationships and Related Transactions.... 7
PART IV .................................................................. 7
ITEM 14 - Exhibits, Financial Statement Schedules and
Reports on Form 8-K............................... 7
SIGNATURES .................................................. 9
INDEX TO EXHIBITS .................................................. 10
<PAGE>
PART I
ITEM 1 - Business
Not Applicable.
ITEM 2 - Properties
Not Applicable.
ITEM 3 - Legal Proceedings
The Depositor is not aware of any material pending legal proceedings
involving either the ContiMortgage Home Equity Loan Trust 1999-2 (the "Trust")
established pursuant to the Pooling and Servicing Agreement (the "Agreement")
dated March 1, 1999, among Manufacturers and Traders Trust Company, as trustee
(the "Trustee"), ContiSecurities Asset Funding Corp., as depositor (the
"Depositor") and ContiMortgage Corporation, as servicer (the "Servicer"), the
Trustee, the Depositor or the Servicer which relates to the Trust.
ITEM 4 - Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 - Market for Registrants Common Stock and Related Stockholder
Matters
To the best knowledge of the Depositor, there is no established public
trading market for any beneficial interests in the Trust.
All of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class B
Certificates and A-9IO Certificates, issued by the Trust are held by the
Depository Trust Company ("DTC") which in turn maintains records of holders of
beneficial interests in such Certificates. Based on information obtained by the
Trust from DTC, as of January 28, 2000, there were 12 holders of the Class A-1
Certificates, 12 holders of the Class A-2 Certificates, 8 holders of the Class
A-3 Certificates, 6 holders of the Class A-4 Certificates, 1 holder of the Class
A-5 Certificates, 3 holders of the Class A-6 Certificates, 1 holder of the Class
A-7 Certificates, 1 holder of the Class A-8 Certificates, 3 holders of the Class
B Certificates and 1 holder of the Class A-9IO Certificates.
ITEM 6 - Selected Financial Data
Not applicable.
ITEM 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
ITEM 7A- Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
-3-
<PAGE>
ITEM 8 - Financial Statements and Supplementary Data
In addition to the information included in the Annual Compilation of
Monthly Trustee's Statements attached as Exhibit 99.3 hereto, the gross
servicing compensation paid to the Servicer for the year ended December 31, 1999
was $3,607,001.07.
ITEM 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes of accountants or disagreements on accounting or
financial disclosures between the Issuer and its accountants.
PART III
ITEM 10 - Directors and Executive Officers of the Registrant
Not applicable.
ITEM 11 - Executive Compensation
Not applicable.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
The following table sets forth (i) the name and address of each entity
owning more than 5% of the outstanding principal amount of each Class of
Certificates of the Trust; (ii) the principal amount of the Class of
Certificates owned by each and (iii) the percent that the principal amount of
the Class of Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information set forth in the
table for the Certificates is based upon information obtained by the Trust from
DTC and represents ownership of beneficial interest in the Certificates held by
DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the Certificates.
Amount Owned
------------
Name and Address All Dollar Amounts Are in Thousands
---------------- -----------------------------------
Principal Percent
--------- -------
Class A-1 Certificates
- ----------------------
Chase Manhattan Bank Trust Co. of California $33,101 26%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Bear, Stearns Securities Corp. $28,860 23%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
-4-
<PAGE>
Chase Manhattan Bank $21,000 16%
4 New York Plaza
13th Floor
New York, NY 10004
The Bank of New York $11,390 9%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company $8,500 7%
C/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Company $6,500 5%
1776 Heritage Drive
Global Corporate Action Unit, JAB 5NW
North Quincy, MA 02171
Class A-2 Certificates
- ----------------------
Chase Manhattan Bank $46,415 61%
4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit and Trust Company $23,580 31%
C/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Class A-3 Certificates
- ----------------------
Suntrust Bank/Safekeeping Custodian for STES $24,255 54%
303 Peachtree Street
23rd Floor
Atlanta, GA 30302
Chase Manhattan Bank $15,000 34%
4 New York Plaza
13th Floor
New York, NY 10004
Union Bank of California, N.A. $2,580 6%
P.O. Box 109
San Diego, CA 92112-4103
-5-
<PAGE>
Class A-4 Certificates
- ----------------------
Chase Manhattan Bank $9,497 36%
4 New York Plaza
13th Floor
New York, NY 10004
Bankers Trust Company $9,300 35%
C/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York $5,000 19%
925 Patterson Plank Road
Secaucus, NJ 07094
PNC Bank, National Association $1,250 5%
1600 Market Street
29th Floor
Philadelphia, PA 19103
Class A-5 Certificates
- ----------------------
The Bank of New York $23,744 100%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A-6 Certificates
- ----------------------
Boston Safe Deposit and Trust Company $22,000 49%
C/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
The Bank of New York $20,638 46%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A-7 Certificates
- ----------------------
Boston Safe Deposit and Trust Company $26,950 100%
C/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
-6-
<PAGE>
Class A-8 Certificates
- ----------------------
Boston Safe Deposit and Trust Company $158,400 100%
C/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Class B Certificates
- --------------------
State Street Bank and Trust Company $9,775 44%
1776 Heritage Drive
Global Corporate Action Unit, JAB 5NW
North Quincy, MA 02171
Chase Manhattan Bank $7,225 33%
4 New York Plaza
13th Floor
New York, NY 10004
The Bank of New York $5,000 23%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A-9IO Certificates
- ------------------------
State Street Bank and Trust Company $26,950 100%
1776 Heritage Drive
Global Corporate Action Unit, JAB 5NW
North Quincy, MA 02171
ITEM 13 - Certain Relationships and Related Transactions
None
PART IV
ITEM 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
-7-
<PAGE>
<PAGE>
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
----------- -----------
99.1 Statement of Compliance of the Servicer.
99.2 Annual Report of Independent Accountants with respect
to the Servicer's overall servicing operations.
99.3 Annual compilation of Monthly Trustee's Statement.
99.4 Supplemental Servicing Amendment, dated as of November
9, 1999 by and among ContiMortgage Corporation as
Servicer, ContiWest Corporation, ContiSecurities Asset
Funding Corp., as Depositor, Greenwich Capital
Financial Products, Inc., as Supplemental Servicer and
Manufacturers and Traders Trust Company, as Trustee.
b) Reports on Form 8-K.
10 reports on Form 8-K have been filed by the Issuer during the period covered
by this report.
Items Reported/Financial
Date of Report on Form 8-K Statements Filed
- -------------------------- ------------------------
April 25, 1999 Trustee's Monthly Report for the March Monthly
Period
May 25, 1999 Trustee's Monthly Report for the April Monthly
Period
June 25, 1999 Trustee's Monthly Report for the May Monthly
Period
July 25, 1999 Trustee's Monthly Report for the June Monthly
Period
August 25, 1999 Trustee's Monthly Report for the July Monthly
Period
September 25, 1999 Trustee's Monthly Report for the August Monthly
Period
October 25, 1999 Trustee's Monthly Report for the September
Monthly Period
November 25, 1999 Trustee's Monthly Report for the October
Monthly Period
December 25, 1999 Trustee's Monthly Report for the November
Monthly Period
January 25, 2000 Trustee's Monthly Report for the December
Monthly Period
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Depositor has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By: CONTISECURITIES ASSET FUNDING CORP.,
AS DEPOSITOR
By: /s/ Alan Fishman
----------------
Name: Alan Fishman
Title: President
By: /s/ Frank Baier
----------------
Name: Frank Baier
Title: Vice President
Date: March 30, 2000
-9-
<PAGE>
INDEX TO EXHIBITS
Item 14(a)3.
Exhibit No. Description
----------- -----------
99.1 Statement of Compliance of the Servicer.
99.2 Annual Report of Independent Accountants with respect
to the Servicer's overall servicing operations.
99.3 Annual compilation of Monthly Trustee's Statement.
99.4 Supplemental Servicing Amendment, dated as of November
9, 1999 by and among ContiMortgage Corporation as
Servicer, ContiWest Corporation, ContiSecurities Asset
Funding Corp., as Depositor, Greenwich Capital
Financial Products, Inc., as Supplemental Servicer and
Manufacturers and Traders Trust Company, as Trustee.
-10-
Exhibit 99.1
ContiMortgage
One ContiPark
338 S. Warminster Road
Hatboro, PA. 19040-3430
(215) 347-3000
As of and for the year ended December 31, 1999, ContiMortgage Corporation has
complied with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of December 31, 1999 ContiMortgage Corporation had in effect
fidelity bond and errors and omissions policy in the amounts of $14,000,000 and
$10,000,000, respectively.
/s/ Dennis Hedrick /s/ William P. Higgins
- -------------------------- -----------------------------
Dennis Hedrick William P. Higgins
Vice President - Servicing Vice President and Controller
March 21, 2000 March 21, 2000
<PAGE>
Exhibit 99.2
ARTHUR ANDERSEN
CONTIMORTGAGE CORPORATION
UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS
FOR THE YEAR ENDED DECEMBER 31, 1999
TOGETHER WITH AUDITORS' REPORT
ARTHUR ANDERSEN LLP
<PAGE>
Independent Accountants' Report
To the Board of Directors of
ContiMortgage Corporation:
We have examined management's assertion about ContiMortgage Corporation's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) and that ContiMortgage Corporation had in effect a fidelity bond
and errors and omissions policy in the amount of $14,000,000 and $10,000,000,
respectfully, as of December 31, 1999 and for the year then ended, included in
the accompanying management assertion. Management is responsible for
ContiMortgage Corporation's compliance with those minimum servicing standards
and for maintaining a fidelity bond and errors and omissions policy. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance with the minimum servicing standards and maintenance of a
fidelity bond and errors and omissions policy based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about ContiMortgage Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on ContiMortgage Corporation's compliance with
the minimum servicing standards.
In our opinion, management's assertion that ContiMortgage Corporation complied
with the aforementioned minimum servicing standards and that ContiMortgage
Corporation had in effect a fidelity bond and errors and omissions policy in the
amount of $14,000,000 and $10,000,000 as of December 31, 1999, is fairly stated,
in all material respects.
/s/ Arthur Andersen LLP
New York, New York
March 21, 1999
--------------------------------------------------------
ContiMortgage Corporation
Home Equity Loan Pass-Through Certificates
Series 1999-2
--------------------------------------------------------
Distribution Period: 25-Jan-00
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Original Beginning Ending
Certificate Certificate Principal Interest Total Certificate
CUSIP Class Face Value Balance Distribution Distribution Distribution Balance
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
21075WKD6 A-1 127,601,000.00 82,921,218.64 7,792,387.94 415,988.11 8,208,376.05 75,128,830.70
21075WKE4 A-2 75,615,000.00 75,615,000.00 0.00 382,485.88 382,485.88 75,615,000.00
21075WKF1 A-3 44,755,000.00 44,755,000.00 0.00 234,217.83 234,217.83 44,755,000.00
21075WKG9 A-4 26,297,000.00 26,297,000.00 0.00 142,003.80 142,003.80 26,297,000.00
21075WKH7 A-5 23,744,000.00 23,744,000.00 0.00 129,009.07 129,009.07 23,744,000.00
21075WKJ3 A-6 44,638,000.00 44,638,000.00 0.00 256,296.52 256,296.52 44,638,000.00
21075WKK0 A-7 26,950,000.00 26,950,000.00 0.00 144,407.08 144,407.08 26,950,000.00
21075WKL8 A-8 158,400,000.00 134,280,263.85 4,004,385.61 727,039.04 4,731,424.65 130,275,878.24
21075WKN4 B 22,000,000.00 22,000,000.00 0.00 155,833.33 155,833.33 22,000,000.00
21075X2S1 C 0.00 0.00 0.00 13,358.28 13,358.28 0.00
R 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
Total 550,000,000.00 481,200,482.49 11,796,773.55 2,600,638.94 14,397,412.49 469,403,708.94
------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Notional Notional Principal Interest Total Notional
Class Amount Amount Distribution Distribution Distribution Amount
------------------------------------------------------------------------------------------------------
21075WKM6 A-9IO 26,950,000.00 26,950,000.00 0.00 157,208.33 157,208.33 26,950,000.00
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------------------------------------------------
AMOUNTS PER $1,000 UNIT PASS THROUGH RATES
-------------------------------------------------------------------------------------------------------------
Ending
Principal Interest Total Certificate Current Pass
Class Distribution Distribution Distribution Balance Class Thru Rate
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
21075WKD6 A-1 61.06839241 3.26006936 64.32846177 588.77932540 A-1 6.02000%
21075WKE4 A-2 0.00000000 5.05833340 5.05833340 1,000.00000000 A-2 6.07000%
21075WKF1 A-3 0.00000000 5.23333326 5.23333326 1,000.00000000 A-3 6.28000%
21075WKG9 A-4 0.00000000 5.40000000 5.40000000 1,000.00000000 A-4 6.48000%
21075WKH7 A-5 0.00000000 5.43333347 5.43333347 1,000.00000000 A-5 6.52000%
21075WKJ3 A-6 0.00000000 5.74166674 5.74166674 1,000.00000000 A-6 6.89000%
21075WKK0 A-7 0.00000000 5.35833321 5.35833321 1,000.00000000 A-7 6.43000%
21075WKL8 A-8 25.28021218 4.58989293 29.87010511 822.44872626 A-8 6.72125%
21075WKN4 B 0.00000000 7.08333318 7.08333318 1,000.00000000 A-9IO 7.00000%
------------------------------------------------------------------------
Total 21.44867918 4.70414665 26.15282584 853.46128898 B 8.50000%
- -------------------------------------------------------------------------------------------------------------------
LIBOR: 6.48125%
---------------
Uncapped A-8 Rate: 6.72125%
---------------
------------------------------------------------------------------------
Ending
Principal Interest Total Notional
Class Distribution Distribution Distribution Amount
------------------------------------------------------------------------
21075WKM6 A-9IO 0.00000000 5.83333321 5.83333321 1,000.00000000
- -------------------------------------------------------------------------------------
</TABLE>
PLEASE DIRECT ANY QUESTIONS OR COMMENTS TO THE FOLLOWING ADMINISTRATOR:
Neil Witoff
M & T Corporate Trust Department
One M & T Plaza-7th Floor
Buffalo, NY 14240
Page 1
<PAGE>
Distribution Period: 25-Jan-00
<TABLE>
<CAPTION>
Group I Group II Total
------- -------- -----
<S> <C> <C> <C>
SEC. 7.09 (a) (ii) Scheduled Principal Received 311,721.84 63,646.15 375,367.99
Prepayments (incl. Curtailments) 6,085,472.55 3,469,610.34 9,555,082.89
Purchased Principal 0.00 0.00 0.00
Liquidation Proceeds applied to principal 212,274.22 384,564.67 596,838.89
Realized Loss of Principal 121,035.00 125,797.86 246,832.86
Realized Loss of Interest (23,953.42) 0.00 (23,953.42)
Extra Principal Distribution 1,182,919.33 86,564.45 1,269,483.78
SEC. 7.09 (a) (iv) Total Certificate Interest Carry-Forward Amount 0.00
Class A-1 Interest Carry-Forward Amount 0.00
Class A-2 Interest Carry-Forward Amount 0.00
Class A-3 Interest Carry-Forward Amount 0.00
Class A-4 Interest Carry-Forward Amount 0.00
Class A-5 Interest Carry-Forward Amount 0.00
Class A-6 Interest Carry-Forward Amount 0.00
Class A-7 Interest Carry-Forward Amount 0.00
Class A-8 Interest Carry-Forward Amount 0.00
Class A-9IO Interest Carry-Forward Amount 0.00
Class B Interest Carry-Forward Amount 0.00
<CAPTION>
Group I Group II Total
------- -------- -----
SEC. 7.09 (a) (vi) Outstanding Loan Balance: 337,966,797.80 138,331,849.57 476,298,647.37
SEC. 7.09 (a) (vii) Code Section 6049(d)(7)(C) Information-Required Market Discount Information Provided at Calendar Year End.
Group I Group II Total
SEC. 7.09 (a) (viii) Loan Purchase Prices 0.00 0.00 0.00
Substitution Amounts 0.00 0.00 0.00
SEC. 7.09 (a) (ix)&(x) Weighted Average Coupon 10.4797% 10.3602% 10.4448%
SEC. 7.09 (a) (xi) Weighted Average Remaining Term to Maturity 253 348 281
SEC. 7.09 (a) (xii) Cumulative Realized Loss Trigger Event Occurrence NO
Cumulative Realized Loss Termination Trigger Occurrence NO
SEC. 7.09 (a) (xiii) Overcollateralization Amount 6,894,938.43
Targeted Overcollateralization Amount 13,750,000.00
Class A Optimal Balance 440,548,647.37
Class B Optimal Balance 22,000,000.00
SEC. 7.09 (a) (xiv) Applied Realized Realized Loss Unpaid Realized
Loss Amount Amortization Amount Loss Amount
----------- ------------------- -----------
Class B 0.00 0.00 0.00
SEC. 7.09 (a) (xvi) Group I Group II
------- --------
Available Funds Cap 9.31732% 9.24565%
SEC. 7.09 (a) (xvii) Insured Payment 0.00
SEC. 7.09 (a) (xviii) Reimbursement Amount Paid 0.00
Remaining Reimbursement Amount Unpaid 0.00
SEC. 7.09 (a) (xx) Largest Home Equity Loan Balance Outstanding 346,558.13
</TABLE>
Page 2
<PAGE>
Distribution Period: 25-Jan-00
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
SEC. 7.09 (b) (i) Delinquencies(1) Period Number Percentage Prin. Balance Percentage
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
30-59 Days 148 2.67438% 7,317,420.18 2.16513%
Group I 60-89 Days 60 1.08421% 3,311,044.07 0.97970%
90+ Days 186 3.36104% 11,815,520.31 3.49606%
--------------------------------------------------------------------------------------------
30-59 Days 52 3.16302% 3,854,363.77 2.78632%
Group II 60-89 Days 21 1.27737% 1,530,382.94 1.10631%
90+ Days 86 5.23114% 7,064,856.94 5.10718%
--------------------------------------------------------------------------------------------
30-59 Days 200 2.78629% 11,171,783.95 2.34554%
TOTAL 60-89 Days 81 1.12845% 4,841,427.01 1.01647%
90+ Days 272 3.78936% 18,880,377.25 3.96398%
--------------------------------------------------------------------------------------------
Total Group I 5,534 100.00000% 337,966,797.80 100.00000%
----------------------------------------------------------------------------
Total Group II 1,644 100.00000% 138,331,849.57 100.00000%
----------------------------------------------------------------------------
Total 7,178 100.00000% 476,298,647.37 100.00000%
----------------------------------------------------------------------------
(1) Includes Bankruptcies, Foreclosures and REOs ; Based on each respective Group's loan count and balance.
<CAPTION>
Group I Group II Total
------- -------- -----
<S> <C> <C> <C>
SEC. 7.09 (b) (ii) Loans in Foreclosure (LIF): Count 109 51 160
Loans in Foreclosure (LIF): Balance 6,734,264.52 4,176,175.67 10,910,440.19
SEC. 7.09(b)(iii) Loans in Bankruptcy: Count 92 30 122
Loans in Bankruptcy: Balance 5,815,098.55 2,270,928.84 8,086,027.39
SEC. 7.09 (b)(iv) & (v)REO Properties: Count 8 7 15
REO Properties: Balance 418,669.61 661,443.80 1,080,113.41
Loans in Loss Mitigation: Count 20 10 30
Loans in Loss Mitigation: Balance 1,236,260.73 863,480.65 2,099,741.38
Loans in Forbearance: Count 9 5 14
Loans in Forbearance: Balance 627,675.21 252,370.74 880,045.95
SEC. 7.09 (b) (vi) Cumulative Realized Losses 321,048.47 141,570.08 462,618.55
Current Period Reimbursed Delinquency and Servicing Advances 0.00
Unreimbursed Delinquency and Servicing Advances 4,939.73
SEC. 7.09 (b) (vii) Loan Balance of 60+ Day Delinquent Loans 15,126,564.38 8,595,239.88 23,721,804.26
SEC. 7.09 (b) (viii) Three Month Rolling Average 60+ Day Delinquency Rate 4.43691%
Cumulative Realized Loss Trigger Event Occurrence NO
SEC. 7.09 (b) (ix) Optional Buyout Loans 0
</TABLE>
Page 3
<PAGE>
Distribution Period: 25-Jan-00
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SEC. 7.08(b)(i) Amount on Deposit in the Certificate Account 14,601,280.46
SEC. 7.08(b)(ii) & (iv) Amount Due Amount Paid
Class A-1 Allocation 8,208,376.05 8,208,376.05
Class A-2 Allocation 382,485.88 382,485.88
Class A-3 Allocation 234,217.83 234,217.83
Class A-4 Allocation 142,003.80 142,003.80
Class A-5 Allocation 129,009.07 129,009.07
Class A-6 Allocation 256,296.52 256,296.52
Class A-7 Allocation 144,407.08 144,407.08
Class A-8 Allocation 4,731,424.65 4,731,424.65
Class A-9IO Allocation 157,208.33 157,208.33
------------------------------
Class A Distribution Amount 14,385,429.21 14,385,429.21
==============================
Class B Allocation 155,833.33 155,833.33
<CAPTION>
SEC. 7.08(b)(iii) Insured Payment made by the Certificate Insurer 0.00
SEC. 7.08(b)(v) Beginning Principal Ending
Class Balance * Distribution Balance *
<S> <C> <C> <C> <C>
A-1 82,921,218.64 7,792,387.94 75,128,830.70
A-2 75,615,000.00 0.00 75,615,000.00
A-3 44,755,000.00 0.00 44,755,000.00
A-4 26,297,000.00 0.00 26,297,000.00
A-5 23,744,000.00 0.00 23,744,000.00
A-6 44,638,000.00 0.00 44,638,000.00
A-7 26,950,000.00 0.00 26,950,000.00
A-8 134,280,263.85 4,004,385.61 130,275,878.24
A-9IO 26,950,000.00 NA 26,950,000.00
B 22,000,000.00 0.00 22,000,000.00
* Denotes Notional Amounts for Class A-9IO.
Group I Group II Total
SEC. 7.08(b)(vi) Current Period Realized Losses (Recoveries) 97,081.58 125,797.86 222,879.44
Cumulative Realized Losses 321,048.47 141,570.08 462,618.55
SEC. 7.08(b)(vii) Loan Balance of 60+ Day Delinquent Loans 23,721,804.26
Three-Month Rolling Average 60+ Day Delinquency Rate 4.43691%
</TABLE>
<PAGE>
Distribution Period: 25-Jan-00
REO Status
SEC. 7.09 (b) (v&vi) Loan Number Book Value Status
7877632 70,586.09 Eviction
8785032 63,988.74 Eviction
7401789 29,982.15 Eviction
8336281 32,277.16 List Pending
8484917 27,200.00 List Pending
7746027 72,000.00 Listed
7903941 40,225.53 Listed
7653892 82,409.94 Pending Closing
7397128 151,200.00 Eviction
7096670 145,081.72 Eviction
7798507 108,624.75 Eviction
6890685 40,463.61 Eviction
7104128 96,247.72 List Pending
7245053 74,875.70 List Pending
7208333 44,950.30 List Pending
Page 4
<PAGE>
Insurer's Report
Distribution Period: 25-Jan-00
<TABLE>
<CAPTION>
Group I Group II Total
<S> <C> <C> <C>
* Monthly Excess Cashflow Amount 885,789.44 383,694.34 1,269,483.78
* Premium paid from cash flow (1) 31,712.78 13,027.22 44,740.00
* Trustee Fee paid from cash flow (1) 1,358.51 561.13 1,919.64
* Interest Collected on Mortgage
Loans (net of Service Fee) 2,890,759.29 1,169,873.12 4,060,632.41
* Current Period Realized Losses:
Principal 121,035.00 125,797.86 246,832.86
Interest -23,953.42 0.00 -23,953.42
(1) Allocated based upon the related Certificate Balances.
</TABLE>
SUPPLEMENTAL SERVICING AMENDMENT
SUPPLEMENTAL SERVICING AMENDMENT dated as of November 9, 1999 by and
among ContiMortgage Corporation, a Delaware corporation (the "Servicer"),
ContiWest Corporation, a Nevada corporation, ContiSecurities Asset Funding
Corp., a Delaware corporation (the "Depositor"), Greenwich Capital Financial
Products, Inc., a Delaware corporation (the "Supplemental Servicer") and
Manufacturers and Traders Trust Company, a New York banking corporation (the
"Trustee"), in its capacity as Trustee under each of the Pooling and Servicing
Agreements listed on the attached Schedule A-1 and Schedule A-2 (the "Pooling
Agreements") with respect to the trusts (the "Trusts") formed pursuant to the
Pooling Agreements.
WHEREAS, the Servicer and the Trustee have previously entered into
the Pooling Agreements, among the Servicer, the Trustee, the Depositor and the
other parties named therein pursuant to which the Servicer is to act as servicer
to service and administer the home equity loans (the "Home Equity Loans") owned
by the Trusts in accordance with the Pooling Agreements;
WHEREAS, Servicer and Continental Grain Company, among others, are
party to a Subservicing Agreement dated as of November 1, 1998 (the "Grain
Subservicing Agreement") and desire to terminate that Agreement;
WHEREAS, the Depositor, Servicer and each Trustee desire the
appointment of the Supplemental Servicer to perform the obligations under
Section 2.02(a) of this Amendment;
WHEREAS, the Certificate Insurers for each Trust, as applicable,
have consented to this Amendment and the Rating Agencies rating securities
issued by each Trust have confirmed that this Amendment to each Pooling
Agreement will not cause such Rating Agency to reduce its current rating
assigned to any Class of rated Certificates;
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
Article I
AMENDMENT; DEFINITIONS
Section 1.01. Amendment. This Supplemental Servicing Amendment
("Amendment") constitutes an amendment and supplement to each Pooling Agreement.
Section 1.02. Definitions. The following terms have the following
meanings when used in this Amendment.
"Advance Conditions" has the meaning set forth in Section 2.02(d)
hereof.
<PAGE>
"Amendment" means this Supplemental Servicing Amendment, and all
amendments hereof and supplements hereto.
"Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banking institutions in The City of New York, or in the
city in which the principal corporate trust office of the Trustee is located,
are authorized or obligated by law or executive order to be closed, and when
used with reference to the determination of LIBOR, shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London interbank
market.
"Calculated Delinquency Advance" has the meaning set forth in
Section 2.02(a) hereof.
"Clearance Account" has the meaning set forth in Section 2.03(a)
hereof.
"Clearing Bank" means Chase Manhattan Bank, N.A. or any other
Designated Depository Institution mutually acceptable to the Supplemental
Servicer, the Servicer and the Certificate Insurer for each Trust.
"Compensating Interest" with respect to any Trust Group, has the
meaning set forth in the related Pooling Agreement.
"Daily Collections" has the meaning, with respect to a particular
Trust Group, set forth in the Pooling Agreement relating to such Trust Group.
"Depositor" has the meaning set forth in the introductory paragraph
hereof.
"Disbursing Agent" shall mean each of the Servicer and Supplemental
Servicer acting as agents for each Trust.
"Disbursement Notice" has the meaning set forth in Section 2.03(d)
herein.
"Funds Available for Servicing Payments" means, with respect to any
Trust, the amounts described in the related Pooling Agreement as the Servicing
Fee and other servicing compensation payable to the Servicer under such Pooling
Agreement, including but not limited to, late payment charges, prepayment
charges, release fees, assumption fees and bad check charges during any
Remittance Period.
"Grain Subservicing Agreement" has the meaning set forth in the
second WHEREAS clause in the Recitals hereof.
"Gross Collections" means, with respect to each Trust Group, all
amounts paid with respect to the Home Equity Loans, including but not limited
to, the total amount of principal, interest, Prepayments, Net Liquidation
Proceeds, Insurance Proceeds, late payment charges, prepayment charges, release
fees, assumption fees and bad check charges, received by the Servicer or by any
other entity on behalf of the Trust,
2
<PAGE>
in all circumstances prior to the payment, netting or deduction of any amount
and prior to the deposit of such funds into the Principal and Interest Account.
"Home Equity Loans" has the meaning set forth in the first WHEREAS
clause in the Recitals hereof.
"LIBOR" means, with respect to any period commencing on a Monthly
Remittance Date and ending on the day before the next Monthly Remittance Date,
the rate of interest (calculated on a per annum basis) equal to the one month
London Interbank Offered Rate as reported on the display designated as "Page
3750" on the Telerate Service (or such other display as may replace Page 3750 on
the Telerate Service) on the related LIBOR Determination Date.
"LIBOR Determination Date" means, with respect to any period
commencing on a Monthly Remittance Date and ending on the day before the next
Monthly Remittance Date, such earlier Monthly Remittance Date.
"Mandatory Trust Groups" means the Trusts identified on Schedule A-1
and the Trust Groups identified on Schedule A-2 as "Mandatory."
"Maximum Aggregate Supplemental Delinquency Advance" means
$125,000,000.
"Maximum Available Supplemental Delinquency Advance" means the
Maximum Aggregate Supplemental Delinquency Advance less the amount of any
outstanding unreimbursed Supplemental Delinquency Advances.
"Net Collections" means Gross Collections minus the Funds Available
for Servicing Payments.
"Optional Trust Groups" means the Trust Groups identified on
Schedule A-2 as "Optional."
"Person" means any legal person, including any individual,
corporation, limited liability company, partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
"Pooling Agreements" has the meaning set forth in the introductory
paragraph hereof.
"Principal and Interest Account" has the meaning, with respect to a
particular Trust, set forth in the Pooling Agreement relating to such Trust.
"Right" has the meaning set forth in Section 6.04 hereof.
"Servicer" has the meaning set forth in the introductory paragraph
hereof.
3
<PAGE>
"Servicer Delinquency Advance" has the meaning set forth in Section
2.02(a) hereof.
"Supplemental Delinquency Advance" has the meaning set forth in
Section 2.02(a) hereof.
"Supplemental Delinquency Advance Notice" has the meaning set forth
in Section 2.02(b) hereof.
"Supplemental Servicer" has the meaning set forth in the
introductory paragraph hereof.
"Supplemental Servicing Fee" has the meaning set forth in Section
2.04(a) hereof.
"Supplemental Servicing Fee Shortfall" means any difference between
the amount of the Supplemental Servicing Fee due to the Supplemental Servicer
pursuant to Section 2.04(a) hereof on any particular day and the amount of the
Supplemental Servicing Fee actually paid to the Supplemental Servicer on such
day.
"Trust Groups" means with respect to the Trusts set forth on
Schedule A-1, such Trusts, and with respect to the Trusts set forth on Schedule
A-2, the Loan Groups for each such Trust identified on such Schedule.
"Trustee" has the meaning set forth in the introductory paragraph
hereof
"Trusts" has the meaning set forth in the introductory paragraph
hereof.
"Turbo Event" has the meaning set forth in Section 4.01(c) hereof.
"Verification Agent" has the meaning set forth in Section 6.01
hereof.
Section 1.03. Other Terms. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the related Pooling
Agreements.
Article II
THE SERVICER AND THE SUPPLEMENTAL SERVICER
Section 2.01. Appointment of the Supplemental Servicer; Direction to
Trustee. Pursuant to the Pooling Agreements, each Trustee, on behalf of each
Trust, hereby appoints the Supplemental Servicer to perform the services set
forth in Section 2.02 hereof, which appointment the Supplemental Servicer hereby
accepts. The Supplemental Servicer agrees to perform the obligations set forth
in Section 2.02 hereof in accordance with the terms set forth herein and in the
Pooling Agreements. The Supplemental Servicer undertakes no obligations of the
Servicer under the Pooling Agreements other than those expressly set forth in
Section 2.02 hereof. Nothing in this
4
<PAGE>
Amendment shall relieve the Servicer of its obligations under the Pooling
Agreements or in any way limit such obligations.
The Depositor hereby directs each Trustee to execute and deliver
this Amendment on behalf of each Trust and to notify each Certificateholder
entitled to notice in accordance with the terms of the related Pooling
Agreement.
Section 2.02. Obligations of the Supplemental Servicer.
(a) The Supplemental Servicer shall, with respect to each Mandatory
Trust Group, and may, with respect to each Optional Trust Group, advance on each
Monthly Remittance Date, until the Supplemental Servicer's advancing obligation
terminates pursuant to Section 4.01 hereof, to each Trustee on behalf its
respective Trust Groups, a "Supplemental Delinquency Advance" in an amount equal
to the lesser of
(i) the "Calculated Delinquency Advance," which shall be
the lesser of:
(a) the Delinquency Advance due on such Monthly
Remittance Date for such Trust Group less
(I) any Compensating Interest with respect
to such Remittance Period not paid by the
Servicer with its own funds and (II) any
portion of a Delinquency Advance to the
extent payable as a result of accounting or
other errors, or the failure to deposit
funds or the misapplication of funds by the
Servicer, and
(b) 5.0% of the unpaid principal balance of the
Home Equity Loans of such Trust Group as of
the last Business Day of the calendar month
immediately preceding the calendar month in
which such Monthly Remittance Date occurs
less any unreimbursed Supplemental
Delinquency Advances for such Trust Group as
of such Monthly Remittance Date; and
(ii) if the aggregate of all Calculated Delinquency
Advances exceeds the Maximum Available Supplemental
Delinquency Advance, the amount of the Calculated
Delinquency Advance shall be allocated on a pro rata
basis among the Trusts, based on the ratio of the
aggregate Calculated Delinquency Advances due to all
Trusts to the Maximum Available Supplemental
Delinquency Advance, first among the Mandatory Trust
Groups and secondly among the Optional Trust Groups
for which the
5
<PAGE>
Supplemental Servicer is making a Supplemental
Delinquency Advance.
With respect to any Trust Group, the Supplemental Servicer may agree in its sole
discretion to make a Supplemental Delinquency Advance in an amount greater than
the Calculated Delinquency Advance provided for above. Unless otherwise agreed
by the Supplemental Servicer in its sole discretion, in no event shall the
aggregate of all Supplemental Delinquency Advances exceed the Maximum Available
Supplemental Delinquency Advance. The difference between the Supplemental
Delinquency Advance paid by the Supplemental Servicer on any Monthly Remittance
Date to a particular Trust Group and received by the Trustee and the total
Delinquency Advance due under the Pooling Agreement for such Trust Group on such
Monthly Remittance Date shall be paid by the Servicer as a Delinquency Advance
(a "Servicer Delinquency Advance").
(b) No later than 1:00 p.m. New York time on the Business Day
preceding each Monthly Remittance Date, the Servicer shall deliver to the
Supplemental Servicer, each Trustee and the Certificate Insurer for each Trust a
notice (the "Supplemental Delinquency Advance Notice"), in the form of Exhibit I
hereto, setting forth, among other things, the amounts due on such Monthly
Remittance Date for the Delinquency Advance, the Supplemental Delinquency
Advance and the Servicer Delinquency Advance to each Trustee for each Trust
Group, and the amounts thereof from prior Remittance Periods that remain
unreimbursed.
(c) As soon as reasonably practicable following receipt of the
Supplemental Delinquency Advance Notice, the Supplemental Servicer shall advise
the Servicer and the Verification Agent of the amount, if any, of the
Supplemental Advance it intends to make in respect of Optional Trust Groups. On
each Monthly Remittance Date, the Supplemental Servicer shall, pursuant to the
terms of this Section 2.02, pay in immediately available funds by wire transfer
to the Certificate Account for each Trust the Supplemental Delinquency Advance
due in respect of each Mandatory Trust Group and, if it elects to make such
advance, the Supplemental Delinquency Advance (or portion thereof) due in
respect of each Optional Trust Group.
(d) The obligation of the Supplemental Servicer to make a
Supplemental Delinquency Advance in respect of a Mandatory Trust Group is
expressly conditioned upon (i) issuance of a Supplemental Delinquency Advance
Notice verified by the Verification Agent at least one Business Day prior to the
Monthly Remittance Date with regard to such Trust Group, (ii) no Turbo Event
with respect to any Trust having occurred and continuing unremedied and no facts
or circumstances described in Section 4.01(c) having occurred and continuing
unremedied, without regard to whether the Supplemental Servicer has issued a
notice with respect to such event(s), (iii) this Amendment not having been
terminated; (iv) the Clearing Bank not having failed to act in accordance with a
Disbursement Notice; (v) the Supplemental Servicer determining in its reasonable
good faith judgment that such Supplemental Delinquency Advance will be
recoverable from Net Collections of such Trust Group within three months of the
date made; and (vi) the Servicer having paid in full all amounts due to the
Verification Agent (collectively, the "Advance Conditions"). Notwithstanding any
provision contained herein to the
6
<PAGE>
contrary, the Supplemental Servicer shall have no obligation to make a
Supplemental Delinquency Advance to a particular Trust unless all the Advance
Conditions have been satisfied and the making of a Supplemental Delinquency
Advance if any Advance Conditions are not satisfied shall not constitute a
waiver of such right or be construed as a precedent.
Section 2.03. Servicer Acts as Agent; Gross Collections; Disbursing
Notices.
(a) The Servicer shall, during the term of this Amendment, deposit
or cause to be deposited Gross Collections upon receipt for each Trust without
deduction, off-set or netting into an account entitled "ContiMortgage Payment
Clearing A/C FBO Other Investors/Custodial Acct" maintained at the Clearing Bank
for the benefit of the Trusts (the "Clearance Account"). Notwithstanding
anything to the contrary in any Pooling Agreement, the Servicer shall not
receive Servicing Fees, other servicing compensation, or reimbursement of
Servicing Advances or Servicer Delinquency Advances except in accordance with
this Amendment and the Servicer shall not be entitled to deduct, off-set or net
any amounts from Gross Collections prior to deposit into the Clearance Account.
(b) The parties hereto agree that the Servicer shall be acting in
the capacity as agent of the Trusts when it receives Gross Collections, deposits
Gross Collections into the Clearance Account and when it issues Disbursement
Notices, and that the Servicer has no right, title or interest in any Gross
Collections unless and until such amounts are actually paid to the Servicer
pursuant to an authorized Disbursement Notice for its own benefit in accordance
with this Amendment.
(c) The Servicer shall not have or obtain any right, title or
interest in any amounts paid from the Gross Collections to the Supplemental
Servicer as a Supplemental Servicing Fee, as reimbursement for Supplemental
Delinquency Advances, or otherwise. The Servicer acknowledges and agrees that
any Gross Collections received and held by it in the Clearance Account or
otherwise are held as agent and in trust for the applicable Trust. Each Trust is
the owner of its Gross Collections until actually paid pursuant to this
Amendment and the Pooling Agreement.
(d) Subject to Section 2.06, on each Business Day in which collected
funds are on deposit in the Clearance Account, the Disbursing Agent, as agent
for each Trustee, shall issue a notice to the Clearing Bank, the other
Disbursing Agent and the Verification Agent (each a "Disbursement Notice"),
which in each case shall contain (subject to appropriate modification) the items
of information shown on Exhibit II hereto, directing such Clearing Bank to (i)
transfer the appropriate amounts of escrow funds, insurance premiums, and
suspense items to their respective accounts, (ii) to pay by wire transfer from
the Clearance Account to the Supplemental Servicer or the Servicer from Funds
Available for Servicing Payments remaining after transfers pursuant to
subsection (i) in this paragraph, as appropriate and pursuant to the priorities
established in this Amendment, all available funds necessary to pay Supplemental
Servicing Fees, Servicing Fees and other servicing compensation, and (iii) to
pay by wire transfer from the
7
<PAGE>
Clearance Account to the Supplemental Servicer or the Servicer from any funds of
each Trust Group remaining after transfers pursuant to subsections (i) and (ii)
in this paragraph, as appropriate and pursuant to the priorities established in
this Amendment, all available funds of each Trust Group necessary to reimburse
Supplemental Delinquency Advances and Servicer Delinquency Advances, provided,
that any disputed amounts shall be deposited into the Principal and Interest
Account for the related Trust as provided in Section 6.01. To the extent any
amounts remain in the Clearance Account after such amounts have been paid, the
Disbursing Agent shall issue a Disbursement Notice directing the Clearing Bank
to deposit the Daily Collections into the Principal and Interest Account for the
related Trust.
(e) In all instances in which the Disbursing Agent is required to
perform an action, the Servicer shall be obligated to take such action and the
Supplemental Servicer may, but is not required to perform, such action. Each
person receiving direction or a notice (including, without limitation, a
Disbursement Notice) from the Servicer and Supplemental Servicer, in each case
as Disbursing Agent, pertaining to the payment of Supplemental Servicing Fees or
reimbursement for Supplemental Delinquency Advances shall disregard the
direction or notice from the Servicer and act in accordance with the direction
or notice from the Supplemental Servicer. The Supplemental Servicer as the other
Disbursing Agent, retains the right to issue alternate Disbursement Notices to
the Clearing Bank concerning Supplemental Servicing Fees and reimbursement for
Supplemental Delinquency Advances which shall supercede any inconsistent
direction or notice issued by the Servicer as Disbursing Agent and shall make
all such inconsistent notices or directions null and void. Each Disbursing Agent
agrees that it will only disburse funds on deposit in the Clearance Account in
accordance with the terms of the related Pooling Agreements, as amended by this
Amendment. If the Supplemental Servicer is acting as Disbursing Agent, it shall
disburse funds in the Clearance Account only with respect to the Home Equity
Loans owned by the Trusts. At such time as this Amendment has terminated and the
Supplemental Servicer has been paid and reimbursed all amounts owing to it
pursuant to this Amendment, the Supplemental Servicer shall so notify the
Clearing Bank, and shall advise the Clearing Bank that it is no longer
authorized to issue Disbursement Notices pursuant hereto and that any then
effective Disbursement Notices given by it shall thereafter be void.
Section 2.04. Supplemental Servicing Fee.
(a) As compensation for rendering the services specified herein, the
Supplemental Servicer shall be entitled to receive, on a daily basis, a
supplemental servicing fee (the "Supplemental Servicing Fee") from each Trust.
The Supplemental Servicing Fee due on any particular day from a particular Trust
shall equal the product of (i) LIBOR plus 250 basis points, (ii) 1/360 and (iii)
the highest amount of such unreimbursed Supplemental Delinquency Advances
associated with such Trust on such day, provided, however, that on any day that
there are accrued and unpaid Supplemental Servicing Fees for a prior Monthly
Remittance Period, the Supplemental Servicing Fee for that day shall not exceed
12.0% per annum.
8
<PAGE>
(b) The Supplemental Servicing Fee shall be paid each Business Day
solely from the Funds Available for Servicing Payments, pursuant to a
Disbursement Notice, prior to any payment to the Servicer (or a successor
servicer) with respect to the Servicing Fee or other servicer compensation. The
Servicer (or a successor servicer) shall not be entitled to receive the
Servicing Fee or other servicing compensation and no Trust shall pay the
Servicing Fee or other servicing compensation to the Servicer (or a successor
servicer) if there exists a Supplemental Servicing Fee Shortfall. The amount of
any Supplemental Servicing Fee paid to the Supplemental Servicer from each Trust
shall reduce, dollar-for-dollar, the amount of the Servicing Fee and other
Servicer compensation that would otherwise have been payable to the Servicer (or
a successor servicer) by such Trust but for the execution of this Amendment.
(c) Upon payment in full of all Supplemental Servicing Fees then due
and owing, all remaining Funds Available for Servicing Payments (if any) shall
be paid to the Servicer (or a successor servicer).
(d) Notwithstanding anything to the contrary in this Amendment, the
amount paid to the Supplemental Servicer as a Supplemental Servicing Fee in a
Remittance Period from a particular Trust may not exceed the total Funds
Available for Servicing Payments deposited to the Clearance Account for such
Trust for such Remittance Period.
Section 2.05. Reimbursement for Supplemental Delinquency Advances.
(a) The Supplemental Servicer shall be reimbursed for all
Supplemental Delinquency Advances it makes. For the avoidance of doubt, the
reimbursement for Supplemental Delinquency Advances and Servicer Delinquency
Advances made in respect of a particular Trust Group shall be from the Net
Collections of such Trust Group and not on a loan-by-loan basis and no funds
shall be remitted from the Principal and Interest Account to the Trustee for
deposit into the Certificate Account to the extent that there are any
Supplemental Delinquency Advances that have not been reimbursed. On each
Business Day during each Remittance Period on which there is an unreimbursed
Supplemental Delinquency Advance, the Disbursing Agent shall, on a Trust
Group-by-Trust Group basis, issue a Disbursement Notice to reimburse the
Supplemental Servicer from Net Collections held in the Clearance Account for all
outstanding Supplemental Delinquency Advances prior to payment of any amount
from Net Collections to the Servicer (or a successor servicer) or to the
Principal and Interest Account.
(b) For the avoidance of doubt, notwithstanding anything contained
in the Pooling Agreements to the contrary, the Servicer (or a successor
servicer) is not entitled to, and may not obtain, reimbursement of Delinquency
Advances in respect of any Trust Group (including, without limitation, from the
Clearance Account or Principal and Interest Account) prior to the Supplemental
Servicer receiving reimbursement of all Supplemental Delinquency Advances
outstanding with respect to such Trust Group.
(c) In the event that the Supplemental Servicer has not been
reimbursed in full for Supplemental Delinquency Advances relating to a
particular Trust Group, but
9
<PAGE>
funds relating to such Trust Group have nevertheless been deposited into the
related Principal and Interest Account, then the Supplemental Servicer shall be
reimbursed from such funds on deposit in such Principal and Interest Account
prior to the transfer of such amounts to the Certificate Account. Such
reimbursement from the Principal and Interest Account shall be made by the
applicable Trust on receipt of a notice from the Disbursing Agent.
(d) For the avoidance of doubt, and notwithstanding anything herein
or in the Pooling Agreement to the contrary, the Servicer (or a successor
servicer) shall be entitled to recover Servicer Advances on a loan-by-loan basis
from the Mortgagors to the extent permitted by the Home Equity Loans, or, if not
recovered from the Mortgagor on whose behalf the Servicing Advance was made,
from Liquidation Proceeds realized upon the liquidation of the related Home
Equity Loan prior to the payment of Liquidation Proceeds to any other party to
this Amendment.
Section 2.06. Certification of Supplemental Servicer Fee and
Supplemental Delinquency Advance Reimbursement Rights. The right to payment of
the Supplemental Servicing Fee and the right to reimbursement for Supplemental
Delinquency Advances shall be evidenced by a negotiable certificate (a
"Supplemental Servicing Certificate") in the form attached hereto as Exhibit III
if the owner of the Supplemental Delinquency Advances so requests of the Trustee
in writing. Each Supplemental Servicing Certificate shall be executed and
authenticated by the manual or facsimile signature of one of the Trustee's
Authorized Officers. Upon proper authentication by the Trustee, the Supplemental
Servicing Certificates shall bind each Trust and shall evidence each Trust's
obligations to pay and reimburse the Supplemental Servicing Fee and the right to
reimbursement for Supplemental Delinquency Advances in accordance with this
Amendment and the related Pooling Agreement. The holder of any Supplemental
Servicing Certificate may transfer, pledge, encumber, hypothecate or assign all
or any part of its rights in the Supplemental Servicing Certificate. The Trustee
shall cause to be kept a register in which the registration of the Supplemental
Servicing Certificates and any transfer of the Supplemental Servicing
Certificates shall be recorded if so requested by the transferee or pledgee. If
so directed by the Trustee or the Supplemental Servicer, the Servicer will
include payment instructions for the registered owner of a Supplemental
Servicing Certificate in Disbursement Notices subsequently given. If a
Supplemental Servicing Certificate is destroyed, lost of stolen, upon reasonable
security and indemnity to hold the Trustee and the applicable Trust harmless,
the Trustee shall execute a new Supplemental Servicing Certificate in
replacement for the destroyed, lost or stolen Supplemental Servicing
Certificate. Simultaneously with the payment in full of any Supplemental
Servicing Certificate after the termination of this Amendment, such Certificate
shall be surrendered to the Trustee. The Supplemental Servicer shall pay any
reasonable and customary fees charged by the Trustee in connection with the
issuance of any Supplemental Servicing Certificate or for effecting any transfer
thereof. The Supplemental Servicer hereby agrees to indemnify and hold each
Trust and the Trustee harmless against any loss, liability, claim, damage or
expense incurred in connection with any legal action or proceeding brought by
any third party who has acquired an interest in any Supplemental Servicing
Certificate.
10
<PAGE>
Article III
REPRESENTATIONS, WARRANTIES AND COVENANTS; CONDITIONS PRECEDENT
Section 3.01. Representations, Warranties and Covenants of the
Supplemental Servicer. The Supplemental Servicer hereby represents and warrants
to and covenants with the Trustee as follows:
(a) The Supplemental Servicer is a Delaware corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is in compliance with the laws of each state necessary to enable it
to perform its obligations under the terms of this Amendment; the Supplemental
Servicer has the full corporate power and authority to execute and deliver this
Amendment and to perform in accordance herewith; the execution, delivery and
performance of this Amendment by the Supplemental Servicer and the consummation
of the transactions contemplated hereby have been duly and validly authorized;
this Amendment evidences the valid, binding and enforceable obligation of the
Supplemental Servicer; and all requisite corporate action has been taken by the
Supplemental Servicer to make this Amendment valid and binding upon the
Supplemental Servicer in accordance with its terms;
(b) Neither the execution and delivery of this Amendment, nor the
fulfillment of or compliance with the terms and conditions of this Amendment,
will conflict with or result in a breach of any of the terms, conditions or
provisions of the Supplemental Servicer's charter or by-laws or any material
agreement or instrument to which the Supplemental Servicer is now a party or by
which it is bound, or constitute a default or result in an acceleration under
any of the foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Supplemental Servicer or its property is
subject;
(c) There is no action, suit, proceeding, or investigation pending
or, to the knowledge of the Supplemental Servicer, threatened against the
Supplemental 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 Supplemental Servicer, or in any material
impairment of the right or ability of the Supplemental Servicer to carry on its
business, or of any action taken or to be taken in connection with the
obligations of the Supplemental Servicer contemplated herein, or which would
materially impair the ability of the Supplemental Servicer to perform under the
terms of this Amendment; and
(d) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Supplemental Servicer of or compliance by the Supplemental
Servicer with this Amendment or the consummation of the transactions
contemplated by this Amendment, or if required, such approval has been obtained
prior to the date hereof.
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Section 3.02. Representations, Warranties and Covenants of the
Servicer. The Servicer hereby represents and warrants to and covenants with the
Supplemental Servicer and the Trustee as follows:
(a) The Servicer is a Delaware corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and is in
compliance with the laws of each state necessary to enable it to perform its
obligations under the terms of this Amendment; the Servicer has the full
corporate power and authority to execute and deliver this Amendment and to
perform in accordance herewith; the execution, delivery and performance of this
Amendment by the Servicer and the consummation of the transactions contemplated
hereby have been duly and validly authorized; this Amendment evidences the
valid, binding and enforceable obligation of the Servicer; and all requisite
corporate action has been taken by the Servicer to make this Amendment valid and
binding upon the Servicer in accordance with its terms;
(b) Neither the execution and delivery of this Amendment, nor the
fulfillment of or compliance with the terms and conditions of this Amendment,
will conflict with or result in a breach of any of the terms, conditions or
provisions of the Servicer's charter or by-laws or any material agreement or
instrument to which the Servicer is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing, or
result in the violation of any law, rule, regulation, order, judgment or decree
to which the Servicer or its property is subject;
(c) There is no action, suit, proceeding, or investigation pending
or, to the knowledge of the Servicer, 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 of any
action taken or to be taken in connection with the obligations of the Servicer
contemplated herein, or which would materially impair the ability of the
Servicer to perform under the terms of this Amendment; and
(d) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Servicer of or compliance by the Servicer with this Amendment
or the consummation of the transactions contemplated by this Amendment, or if
required, such approval has been obtained prior to the date hereof.
(e) The Servicer has no right, title or interest in or to any Gross
Collections (other than as trustee, or as agent for the related Trustee, of
Gross Collections held by it or by the Clearing Bank) unless and until funds
from such Gross Collections are actually paid to it pursuant to the applicable
Pooling Agreement, as modified by this Amendment.
(f) The Servicer shall continue to collect and deposit into the
Clearance Account, in the ordinary course of its business, the Gross Collections
in the same manner
12
<PAGE>
that it has been collecting and depositing such receipts and deposits, except
that the Servicer may not net, off-set or deduct from such collections or
deposits.
(g) The Servicer shall cooperate with the Verification Agent and
shall allow the Verification Agent access to the Servicer's books, records,
computer system and employees during ordinary business hours upon reasonable
notice and shall allow the Verification Agent to review all collections with
respect to Home Equity Loans and to make such copies of books, records and
documents as the Verification Agent determines in its sole discretion, in each
case, on a daily basis.
Section 3.03. Conditions Precedent. This Amendment shall not become
effective unless the following conditions are met or waived in writing by the
Supplemental Servicer: (i) receipt by the Supplemental Servicer of an
acknowledgement by the Clearing Bank in form and substance satisfactory to the
Supplemental Servicer agreeing to accept Disbursement Notices from the
Supplemental Servicer on a priority basis and limiting the ability to change the
name of the Clearance Account, and (ii) termination of the Grain Subservicing
Agreement and receipt by the Supplemental Servicer of a duly authorized letter
from Continental Grain Company that no amounts are owing to it, and all
obligations due it, under the Grain Subservicing Agreement have been paid and
satisfied.
Article IV
REMOVAL; RESIGNATION; MERGER; ASSIGNMENT
Section 4.01. Term of Amendment; Termination of Supplemental
Servicing.
(a) The Supplemental Servicer's obligation to make Supplemental
Delinquency Advances hereunder shall terminate on the date on which this
Amendment terminates, which shall be October 15, 2000 except as this Amendment
may be terminated earlier as set forth in Sections 4.01(b) or 4.01(c) hereof and
as this Amendment may be extended if agreed to in writing by the Depositor, the
Trustee, Servicer and Supplemental Servicer, with 30 days prior written notice
given to the other parties hereto and the related Certificate Insurers.
(b) The Servicer may terminate this Amendment upon 30 days prior
written notice to each of the other parties hereto and the related Certificate
Insurers. Each Certificate Insurer may terminate this Amendment with respect to
the Trusts related to it upon five Business Days prior written notice to each of
the parties hereto. If the Servicer resigns or is terminated pursuant to the
terms of the Pooling Agreements, the Trustee or a successor servicer may
terminate this Amendment upon five Business Days notice to the parties hereto
without payment of any fee (other than reimbursement for unpaid Supplemental
Servicing Fees and unreimbursed Supplemental Delinquency Advances in accordance
with the provisions hereof).
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(c) The Supplemental Servicer may terminate this Amendment and its
obligation to make Supplemental Delinquency Advances immediately upon notice to
each of the other parties hereto and the related Certificate Insurers if any of
the following occur and is continuing on the second Business Day after notice of
the occurrence of any of the following (each, a "Turbo Event"):
(i) The Servicer receives payment for the Servicing Fee
or other servicing compensation with respect to a
Trust at a time when Supplemental Servicing Fees with
respect to such Trust have not been timely paid in
accordance with Section 2.04;
(ii) The Servicer is reimbursed for a Servicer Delinquency
Advance with respect to a Trust Group at a time when
Supplemental Delinquency Advances with respect to
such Trust Group remain unreimbursed;
(iii) The Servicer fails to deposit Gross Collections to
the Clearance Account or fails to deposit the
appropriate amounts to any Principal and Interest
Account as it has been doing in the ordinary course
of business, except for nominal amounts as a result
of inadvertence, error or oversight, which, in each
case is corrected in a prompt manner;
(iv) The Servicer issues a Disbursement Notice to the
Clearing Bank or otherwise withdraws funds from the
Clearance Account or any Principal and Interest
Account except as expressly authorized by the
provisions of any Pooling Agreement, as amended by
this Amendment;
(v) The Servicer breaches any provision of this Amendment
or any of the Servicer's representations, warranties
or covenants are untrue when made or became untrue
thereafter;
(vi) The Clearing Bank fails to act in accordance with a
Disbursement Notice issued by the Supplemental
Servicer or the Clearing Bank informs or otherwise
indicates to the Supplemental Servicer that it will
not honor future Disbursement Notices issued by the
Supplemental Servicer; and
(vii) Any party to this Amendment, or its successor in
interest, except the Supplemental Servicer,
institutes any action or proceeding seeking to avoid
any portion of this
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<PAGE>
Amendment or render any portion of this Amendment
ineffective.
(d) Notwithstanding any termination of this Amendment, the
Supplemental Servicer's right to payment and reimbursement for unpaid
Supplemental Servicing Fees and unreimbursed Supplemental Delinquency Advances
shall survive any such termination until such amounts have been paid and
reimbursed in full. Following any termination of this Amendment, the Disbursing
Agent, on behalf of the related Trust, and each Trustee, shall continue to issue
Disbursement Notices directing payment to the Supplemental Servicer amounts due
to it in respect of unpaid Supplemental Servicing Fees and unreimbursed
Supplemental Delinquency Advances, as calculated in and provided by Article II
hereof, until all such amounts have been paid or reimbursed in full. This
Section 4.01(d), Article V, and Sections 6.05 through 6.15 shall survive any
termination of this Amendment. If the Servicer is not replaced by the Trustee or
a successor servicer, Article II also shall survive any termination of this
Amendment until the Supplemental Servicer has been paid and reimbursed all
amounts owing to it pursuant to this Amendment. Notwithstanding anything to the
contrary contained herein, if this Amendment is terminated and the Servicer is
replaced by the Trustee or a successor servicer, then, until all amounts owing
to the Supplemental Servicer in respect of unpaid Supplemental Servicing Fees
and unreimbursed Supplemental Delinquency Advances have been paid and reimbursed
in full, the Trustee or successor servicer, as appropriate, shall (i) assume the
responsibilities of the Servicer to act as Disbursing Agent, on behalf of the
related Trustee pursuant to this Amendment, including the issuance of
Disbursement Notices and allocations of Gross Collections pursuant to Section
2.03(d), (ii) pay the Supplemental Servicing Fee pursuant to Section 2.04, (iii)
reimburse the Supplemental Servicer for all unreimbursed Supplemental
Delinquency Advances pursuant to Section 2.05, and (iv) perform the obligations
of the Servicer pursuant to Section 2.06.
Section 4.02. Merger or Consolidation of the Supplemental Servicer.
The Supplemental Servicer may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets to any Person, in which case
any Person resulting from any merger or consolidation to which the Supplemental
Servicer shall be a party, or any Person succeeding to the business of the
Supplemental Servicer, shall be the successor of the Supplemental Servicer, as
the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereof, anything herein to the
contrary notwithstanding.
Section 4.03. Assignment. The Supplemental Servicer may assign its
rights and obligations hereunder to any Person with the prior written consent of
the Servicer and the Certificate Insurer with respect to the related Trust.
15
<PAGE>
Article V
LIMITATION ON LIABILITY; INDEMNIFICATION
Section 5.01. Limitation on Liability of the Supplemental Servicer;
Indemnification.
(a) The Supplemental Servicer and any director, officer, employee or
agent of the Supplemental Servicer may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising thereunder. None of the Supplemental Servicer,
nor any of its directors, officers, employees or agents shall have any liability
to the Trustee, the Trust or the Certificateholders for any action taken or for
refraining from the taking of any action by it relating to this Amendment or for
errors in judgment; provided, however, that this provision shall not protect the
Supplemental Servicer or any such person against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of the Supplemental Servicer or by
reason of reckless disregard of the obligations and duties of the Supplemental
Servicer hereunder. The Supplemental Servicer shall not have any liability for
any consequential, incidental, special, exemplary, punitive, or any similar,
damages and each party hereto irrevocably and unconditionally waives any right
it may have to claim or recover any such damages.
(b) The Servicer hereby indemnifies and holds the Supplemental
Servicer and any director, officer, employee or agent of the Supplemental
Servicer harmless against any loss, liability, claim, damage or expense incurred
in connection with any legal action or proceeding relating to this Amendment or
the Supplemental Servicer's action, or failure to take action, under this
Amendment, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder. To the extent that the Supplemental Servicer incurs any loss,
liability or expense arising out of or in connection with this Amendment, the
Supplemental Servicer shall be reimbursed and held harmless by each Trust Estate
to the same extent that the Servicer would be reimbursed or held harmless from
the Trust Estate pursuant to Section 8.05 of the Pooling Agreements; provided,
however, that in the event the Servicer seeks reimbursement or to be held
harmless pursuant to Section 8.05 of the Pooling Agreements for itself from the
Trust Estate, the Supplemental Servicer shall be reimbursed and held harmless
prior to any payment being made to the Servicer with respect to its request to
be reimbursed or held harmless.
Article VI
MISCELLANEOUS
Section 6.01. Verification Agent. The Supplemental Servicer shall
appoint a nationally-recognized firm of independent accountants reasonably
acceptable to the Certificate Insurers, the Trustee and the Servicer to serve as
the verification agent (the "Verification Agent"). The Supplemental Servicer
hereby appoints KPMG LLP as the
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initial Verification Agent. The Servicer shall deliver the proposed Supplemental
Delinquency Advance Notice to the Verification Agent at least one Business Day
prior to the issuance of a Supplemental Delinquency Advance Notice, which notice
the Verification Agent shall review and verify that the calculations of the
amounts set forth therein are correct. In the event the Verification Agent
disagrees with any amounts set for in the Supplemental Delinquency Advance
Notice, it shall immediately notify the Supplemental Servicer and the Servicer
of its findings. Any disagreement must be resolved by the Verification Agent and
the Servicer by 11:00 am New York time on the day on which such Supplemental
Delinquency Advance Notice is due. In the event any such disagreement cannot be
resolved by such time on such date, the findings of the Verification Agent shall
be final and binding, and the Servicer shall submit, as final, such amended
Supplemental Delinquency Advance Notice as the Supplemental Advance Notice. The
findings of the Verification Agent in any Supplemental Delinquency Advance
Notice shall be conclusive and shall be binding on all parties, absent manifest
error. To the extent requested by the Supplemental Servicer, the Verification
Agent shall also review Disbursement Notices given by the Servicer. In the event
the Verification Agent disagrees with any amounts set forth in any Disbursement
Notice(s), it shall immediately notify the Supplemental Servicer and the
Servicer of its findings. All amounts subject to disagreement shall be deposited
into the Principal and Interest Account for the related Trust (and the Servicer
acknowledges and agrees that the Supplemental Servicer may issue a Disbursement
Notice to the Clearing Bank so instructing the Clearing Bank) and shall not be
disbursed from such Principal and Interest Account until the earlier of
resolution or the next Monthly Remittance Date. In the event any such
disagreement cannot otherwise be resolved prior to the next Monthly Remittance
Date, the findings of the Verification Agent shall be final and binding. The
fees and expenses of the Verification Agent will be paid by the Servicer (with
such fees to be paid on an estimated basis, monthly in advance, and such
expenses to be paid as incurred) except that, at the direction of the
Supplemental Servicer, any fees or expenses of the Verification Agent remaining
unpaid more than ten Business Days after submission shall be paid from Funds
Available for Servicing Payments after payment of the Supplemental Servicing Fee
pursuant to Section 2.04(b) hereof, which payment shall reduce the Servicing Fee
and other servicing compensation on a dollar-for-dollar basis. The failure to
pay the fees and expenses of the Verification Agent promptly by the Servicer
shall give rise to a breach of the Advance Conditions.
Section 6.02. Inconsistencies with Pooling Agreements; Amendment to
Supplemental Servicing Amendment and the Pooling Agreements.
(a) The Servicer shall not amend any Pooling Agreement in any way
that would affect the rights or obligations of the Supplemental Servicer
hereunder without the prior written consent of the Supplemental Servicer.
(b) Notwithstanding any provision in a Pooling Agreement requiring
ContiMortgage to pay the expenses of the Trust from its own funds, the Servicer
shall not be responsible for and shall not pay from its own funds the
Supplemental Servicing Fee or the reimbursement of Supplemental Advances or any
other fee or expense described in this Amendment (other than any indemnification
of the Supplemental Servicer as
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<PAGE>
provided in the first sentence of Section 5.01(b) and the fee of the
Verification Agent as provided in Section 6.01) as expenses of the Trust.
Section 6.03. Servicer Primarily Liable. Notwithstanding anything to
the contrary contained in this Amendment, the Servicer shall continue to be
responsible for making each Delinquency Advance pursuant to Section 8.09(a) of
each Pooling Agreement in the event the Supplemental Servicer fails to make any
required Supplemental Advance on the date required hereunder.
Section 6.04. Indulgences, Etc. Neither the failure nor any delay on
the part of any party to exercise any right, remedy, power or privilege (each, a
"Right") under this Amendment shall operate as a waiver thereof, nor shall any
single or partial exercise of any Right preclude any other or further exercise
of the same or of any other Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of such Right with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.
Section 6.05. Controlling Law; Jurisdiction.
(a) This Amendment and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation,
provisions concerning limitations of actions), shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements entered into and to be performed within the State of New York,
notwithstanding any conflict-of-laws doctrines of the State of New York or other
jurisdictions to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.
(b) The parties hereto hereby irrevocably submit to the jurisdiction
of the United States District Court for the Southern District of New York and
any court in the State of New York located in the City and County of New York,
and any appellate court from any thereof, in any action, suit or proceeding
brought against it or in connection with this Amendment or any of the related
documents or the transactions contemplated hereunder or for recognition or
enforcement of any judgment, and the parties hereto hereby irrevocably and
unconditionally agree that all claims in respect of any such action or
proceeding may be heard or determined in such New York State court or, to the
extent permitted by law, in such federal court. The parties hereto agree that a
final judgment in any such action, suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. To the extent permitted by applicable law, the parties
hereto hereby waive and agree not to assert by way of motion, as a defense or
otherwise in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that the related documents or the subject
matter thereof may not be litigated in or by such courts.
Section 6.06. Waiver of Jury Trial. Each of the parties hereby
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY in any action,
18
<PAGE>
proceeding or counterclaim arising out of or relating to this Amendment, any
other transaction document or any instrument or document delivered hereunder or
thereunder.
Section 6.07. Notices. All demands, notices, and communications hereunder shall
be effective when personally delivered, when sent by facsimile with confirmation
of receipt by the recipient's facsimile machine or the Business Day after
delivery to a nationally recognized overnight delivery service when the delivery
fee is prepaid and delivery by the next Business Day morning is specified, to
the following addresses or facsimile number, or to such other address or
facsimile number as is later specified by notice:
(i) If to Servicer:
ContiMortgage Corporation
One Conti Park
338 South Warminster Road
Hatboro, Pennsylvania 19040-3430
Attention: Senior Vice President
and Chief Counsel
Telephone: (215) 347-3404
Fax: (215) 347-3400
(ii) If to Supplemental Servicer:
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, CT 06830
Attention: John Anderson
Telephone: (203) 625-7941
Fax: (203) 618-2135
with a copy to
General Counsel
Telephone: (203) 625-6065
Fax: (203) 618-4571
(iii) If to the Trustee:
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14203-2399
Telephone: (716) 842-4387
Fax: (716) 842-5905
Attention: Corporate Trust Administration
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<PAGE>
(iv) If to the Depositor
ContiSecurities Asset Funding Corp.
3811 West Charleston Blvd., Suite 104
Las Vegas, NV 89102
Telephone: (702) 822-5836
Fax: (702) 822-5839
(v) If to MBIA Insurance Corporation
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Attention: Insured Portfolio Management - SF (ContiMortgage
Home Equity Loan Pass-Through Certificates, Series 1994-3,
1994-4, 1994-5, 1996-2, 1996-3, 1996-4, 1997-4, 1997-5,
1998-1, 1998-2, 1998-3 and 1999-2)
Telephone: (914) 273-4545
Fax: (914) 765-3810
(vi) If to Ambac Assurance Corporation
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
Telephone: (212) 668-0340
Fax: (212) 509-9190
(vii) If to Financial Guaranty Insurance Company
Financial Guaranty Insurance Company
115 Broadway
New York, NY 10006
Attention: General Counsel
Telephone: (212) 312-3000
Fax: (212) 312-3220
Section 6.08. Binding Nature of Amendment. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns notwithstanding any provision of any Pooling
Agreement that might deem this Amendment to be binding only upon the Servicer or
Supplemental Servicer.
Section 6.09. Provisions Separable. The provisions of this Amendment are
independent of and separate from each other, and no provision shall be affected
or
20
<PAGE>
rendered invalid or unenforceable by virtue of the fact that for any reason any
other or others of them may be invalid or unenforceable in whole or in part.
Section 6.10. Counterparts. For the purpose of facilitating the
execution of this Amendment and or other purposes, this Amendment may be
executed simultaneously in any number of counterparts, each of which shall be
deemed to be an original, and together shall constitute and be one and the same
instrument.
Section 6.11. Entire Agreement; Amendment of this Amendment. This
Amendment contains the entire understanding between the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof. This Amendment may not be
modified or amended other than by an agreement in writing.
Section 6.12. Paragraph Headings. The paragraph headings in this
Amendment are for convenience only; they form no part of this Amendment and
shall not affect its interpretation.
Section 6.13. Advice from Counsel. The parties understand that this
Amendment is a legally binding agreement that may affect such party's rights.
Each party represents to the other that it has received legal advice from
counsel of its choice regarding meaning and legal significance of this Amendment
and that it is satisfied with its legal counsel and the advice received from it.
Section 6.14. Judicial Interpretation. Should any provision of this
Amendment or any of the other transaction documents require judicial
interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against any Person by reason of the rule of construction that a
document is to be construed more strictly against the Person who itself or
through its agent prepared the same, it being agreed that all Parties have
participated in the preparation of this Amendment.
Section 6.15. Third Party Rights. The Trustee, Supplemental Servicer
and the Servicer agree that the Certificate Insurer for each Trust shall be
deemed a third party beneficiary of this Amendment as if it were a party hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by their proper and duly authorized officers as of the date first
above written.
CONTIMORTGAGE CORPORATION,
as Servicer and as Seller
By:________________________________
Name: Margaret M. Curry
Title: Senior Vice President
By:________________________________
Name:
Title:
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
as Supplemental Servicer
By:________________________________
Name: John C. Anderson
Title: Senior Vice President
CONTISECURITIES ASSET FUNDING CORP.,
as Depositor
By:________________________________
Name: John Banu
Title: Authorized Signatory
By:________________________________
Name: Jay Remis
Title: Authorized Signatory
CONTIWEST CORPORATION,
as Seller
By:________________________________
Name: Joy Tolbert
Title: Vice President
By:________________________________
Name: Todd Hart
Title: Assistant Secretary
[Signature Page to Supplemental
Servicing Amendment]
<PAGE>
MANUFACTURERS AND TRADERS TRUST
COMPANY,
as Trustee and on behalf of the Trusts
By:________________________________
Name: Neil B. Witoff
Title: Assistant Vice President
For the purpose of this Amendment to each Pooling Agreement:
MBIA INSURANCE CORPORATION,
By:________________________
Name:
Title:
FINANCIAL GUARANTY INSURANCE COMPANY
By:________________________
Name:
Title:
AMBAC ASSURANCE CORPORATION
By:________________________
Name:
Title:
[Signature Page to Supplemental Servicing Amendment--con't]
<PAGE>
SCHEDULE A-1
List of Pooling Agreements with Reimbursements Trust-by-Trust
SERIES POOLING AGREEMENT
1994-3 Pooling and Servicing Agreement, dated as of June 1, 1994, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders
Trust Company, as Trustee
1994-4 Pooling and Servicing Agreement, dated as of August 1, 1994, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders
Trust Company, as Trustee
1994-5 Pooling and Servicing Agreement, dated as of December 1, 1994, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders
Trust Company, as Trustee
1995-1 Pooling and Servicing Agreement, dated as of March 1, 1995, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders
Trust Company, as Trustee
1997-1 Pooling and Servicing Agreement, dated as of February 1, 1997, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1997-4 Pooling and Servicing Agreement, dated as of September 1, 1997,
among ContiSecurities Asset Funding Corp., as Depositor,
ContiMortgage Corporation, as Servicer and as Seller, ContiWest
Corporation, as Seller and Manufacturers and Traders Trust Company,
as Trustee
1997-5 Pooling and Servicing Agreement, dated as of December 1, 1997, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1998-1 Pooling and Servicing Agreement, dated as of March 1, 1998, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
A-1
<PAGE>
1998-2 Pooling and Servicing Agreement, dated as of June 1, 1998, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1998-3 Pooling and Servicing Agreement, dated as of September 1, 1998,
among ContiSecurities Asset Funding Corp., as Depositor,
ContiMortgage Corporation, as Servicer and as Seller, ContiWest
Corporation, as Seller and Manufacturers and Traders Trust Company,
as Trustee
1998-4 Pooling and Servicing Agreement, dated as of December 1, 1998, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1999-1 Pooling and Servicing Agreement, dated as of March 1, 1998, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1999-2 Pooling and Servicing Agreement, dated as of March 1, 1999, among
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
1999-3 Pooling and Servicing Agreement, dated as of June 1, 1998, among
ContiSecurities Asset Funding Corp., as Depositor, Norwest Bank
Minnesota, National Association, as Master Servicer, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as
Seller and Manufacturers and Traders Trust Company, as Trustee
A-2
<PAGE>
SCHEDULE A-2
List of Pooling Agreements with Reimbursements Loan Group-by-Loan Group
<TABLE>
<CAPTION>
SERIES POOLING AGREEMENT LOAN GROUP MANDATORY/
OPTIONAL
DESIGNATION
<S> <C> <C> <C>
1995-2 Pooling and Servicing Agreement, dated as of May 1, 1995, among Fixed Rate Group Mandatory*
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Adjustable Rate Group Optional
Company, as Trustee
1995-3 Pooling and Servicing Agreement, dated as of August 1, 1995, among Fixed Rate Group Mandatory*
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Adjustable Rate Group Optional
Company, as Trustee
1995-4 Pooling and Servicing Agreement, dated as of November 1, 1995, among Group I Mandatory*
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Group II Optional
Company, as Trustee
Group III Optional
1996-1 Pooling and Servicing Agreement, dated as of February 1, 1996, among Fixed Rate Group Mandatory*
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Adjustable Rate Group Optional
Company, as Trustee
1996-2 Pooling and Servicing Agreement, dated as of June 1, 1996, among Fixed Rate Group Mandatory
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Adjustable Rate Group Optional
Company, as Trustee
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
SERIES POOLING AGREEMENT LOAN GROUP MANDATORY/
OPTIONAL
DESIGNATION
<S> <C> <C> <C>
1996-3 Pooling and Servicing Agreement, dated as of August 1, 1996, among Fixed Rate Group Mandatory
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller and Manufacturers and Traders Trust Adjustable Rate Group Optional
Company, as Trustee
1996-4 Pooling and Servicing Agreement, dated as of December 1, 1996, among Fixed Rate Group Mandatory
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as Seller Adjustable Rate Group Optional
and Manufacturers and Traders Trust Company, as Trustee
1997-2 Pooling and Servicing Agreement, dated as of March 1, 1997, among Group I Mandatory
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as Seller Group II Optional
and Manufacturers and Traders Trust Company, as Trustee
1997-3 Pooling and Servicing Agreement, dated as of June 1, 1997, among Group I Mandatory
ContiSecurities Asset Funding Corp., as Depositor, ContiMortgage
Corporation, as Servicer and as Seller, ContiWest Corporation, as Seller Group II Optional
and Manufacturers and Traders Trust Company, as Trustee
</TABLE>
* These Loan Groups will be treated as Optional with respect to the Monthly
Remittance Date occuring in November, 1999.
A-2
<PAGE>
EXHIBIT I
Form of Supplemental Delinquency Advance Notice
- -------, -----
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, CT 06830
Attention: John Anderson or General Counsel
Re: Supplemental Servicing Amendment, dated as of November 9, 1999;
Notice of Supplemental Delinquency Advance
Pursuant to Section 2.02(b) of the Supplemental Servicing Amendment, dated as of
November 9, 1999 (the "Supplemental Servicing Amendment"), among ContiMortgage
Corporation (the "Servicer"), ContiWest Corporation, as Seller, ContiSecurities
Asset Funding Corp., as Depositor, Greenwich Capital Financial Products, Inc.
(the "Supplemental Servicer") and Manufacturers and Traders Trust Company (the
"Trustee"), the undersigned hereby notifies you that a Supplemental Delinquency
Advance in the amount of $_________ is due on the Monthly Remittance Date
occurring on ________, ___. The computation of the amount of the Supplemental
Delinquency Advance is set forth below.
The undersigned also hereby certifies that to the best of its knowledge, each of
the Advance Conditions contained in Section 2.02(d) have been met.
<TABLE>
<CAPTION>
Sum of
Interest Amount on
Remittance deposit in Unreimbursed Unreimbursed Unpaid
Amount and related Amount of Amount of Amount of Amount of Amount of
Principal Principal Amount of Supplemental Supplemental Servicer Servicer Supplemental
Name of Trust Remittance and Interest Delinquency Delinquency Delinquency Delinquency Delinquency Servicing
Group Amount Account Advance Advance Advances Advance Advances Fees
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Totals
</TABLE>
Please remit the amount of the Supplemental Delinquency Advance
directly to Manufacturers and Traders Trust Company (the "Trustee") at
the account listed below on the Monthly Remittance Date.
I-1
<PAGE>
To:
Account No:
Reference:
Very truly yours,
CONTIMORTGAGE CORPORATION, as Servicer
By: __________________________
Name:
Title:
Verified by:
KPMG LLC
______________________________
By: __________________________
Title:
cc: Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14203-2399
Tel: (716) 842-4387
Fax: (716) 842-5905
Attention: Corporate Trust Administration
I-1
