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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 28, 2000
SUPERIOR BANK FSB (as seller and servicer under the Sale and Servicing
Agreement, dated as of March 1, 2000, providing for the issuance of AFC Mortgage
Loan Asset Backed Notes, Series 2000-1)
Superior Bank FSB
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(Exact name of registrant as specified in its charter)
United States 333-83597 36-1414142
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (630) 916-4000
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Item 2. Acquisition or Disposition of Assets
Description of the Notes, Group 1 and Group 2
On March 28, 2000 a single series of notes, entitled AFC Mortgage Loan
Asset Backed Notes, Series 2000-1 (the "Notes") were issued pursuant to an
indenture (the "Indenture") attached hereto as Exhibit 4.1, dated as of March 1,
2000, between AFC Trust Series 2000-1, as issuer (the "Issuer") and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee"). The Issuer
was formed pursuant to a trust agreement (the "Trust Agreement") attached hereto
as Exhibit 4.2, dated as of March 1, 2000, between Superior Bank FSB, as
depositor, and Wilmington Trust Company, as owner trustee. The Notes consist of
two classes identified as Class 1A and Class 2A. The Notes are secured by the
trust estate comprised of Group 1 and Group 2 (the "Trust Estate"), consisting
primarily of first and second liens on single-family properties, multifamily
properties, commercial properties and mixed residential and commercial
properties (the "Mortgage Loans") with an aggregate principal balance of
$155,634,092.59 as of March 1, 2000 (the "Cut-off Date") and an aggregate amount
of $39,929,953.42 deposited on the Closing Date in the Group 1 Pre-Funding
Account and an aggregate amount of $55,477,822.18 deposited on the Closing Date
in the Group 2 Pre-Funding Account. The Mortgage Loans were acquired by the
Issuer pursuant to a sale and servicing agreement ( the "Sale and Servicing
Agreement") attached hereto as Exhibit 4.3, dated as of March 1, 2000, among
Superior Bank FSB, as seller and servicer, the Issuer and the Indenture Trustee.
The Notes were sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill") and J.P. Morgan Securities Inc. ("J.P. Morgan"), pursuant to an
underwriting agreement dated March 21, 2000 among Superior Bank FSB, Merrill and
J.P. Morgan.
The Notes evidence, in the aggregate, $239,000,000 principal amount as of
the Cut-off Date. The Class 1A Notes will be entitled to payments of interest
accrued on the outstanding Class 1A Note Principal Balance at a variable
pass-through rate. The Class 2A Notes will be entitled to payments of interest
accrued on the outstanding Class 2A Note Principal Balance at a variable pass-
through rate. In addition, on each Payment Date, each class of Notes will be
entitled to distributions allocable to principal which will, as more fully
described in the Indenture, include the principal portion of all scheduled and
unscheduled payments received on the Mortgage Loans during an Accrual Period.
Credit support in respect of certain losses realized on the Mortgage Loans
will be covered by a note insurance policy (the "Note Insurance Policy") issued
by Financial Guaranty Insurance Company (the "Note Insurer") and, if the related
Payment Date is prior to the Cross-over Date, Excess Spread received by the
Servicer. The Note Insurance Policy only insures the timely receipt of interest
on the Notes and ultimate receipt of principal on the Notes. If the related
Payment Date is prior to the Cross-Over Date with respect to a particular Group,
Holders of the Notes will have a right to 100% of the related Excess Spread to
fund the amount by which the related Class A Remittance Amount with respect to
each Class of Notes exceeds the related Available Remittance Amount for such
Payment Date. To the extent available, the Net Excess Spread and Excess
Principal with respect to a Group will then be applied to cover any Available
Funds Shortfall with respect to
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the other Group. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Sale and Servicing Agreement.
Items 3 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
4.1 Indenture, dated as of March 1, 2000, between AFC Trust Series
2000-1, as issuer, and LaSalle Bank National Association, as indenture trustee.
4.2 Trust Agreement, dated as of March 1, 2000, between Superior
Bank FSB, as depositor, and Wilmington Trust Company, as owner trustee.
4.3 Sale and Servicing Agreement, dated as of March 1, 2000, by and
among Superior Bank FSB, as seller and servicer, AFC Trust Series 2000-1, as
issuer and LaSalle Bank National Association, as indenture trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR BANK FSB
By: /s/ William C. Bracken
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Name: William C. Bracken
Title: Senior Vice President
and Chief Financial Officer
Dated: March 28, 2000
<PAGE>
Exhibit No. Description
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4.1 Indenture, dated as of March 1, 2000, between AFC Trust Series
2000-1, as issuer, and LaSalle Bank National Association, as indenture trustee.
4.2 Trust Agreement, dated as of March 1, 2000, between Superior
Bank FSB, as depositor, and Wilmington Trust Company, as owner trustee.
4.3 Sale and Servicing Agreement, dated as of March 1, 2000, by and
among Superior Bank FSB, as seller and servicer, AFC Trust Series 2000-1, as
issuer and LaSalle Bank National Association, as indenture trustee.
AFC TRUST SERIES 2000-1
Issuer
and
LASALLE BANK NATIONAL ASSOCIATION
Indenture Trustee
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INDENTURE
Dated as of March 1, 2000
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AFC MORTGAGE LOAN ASSET BACKED NOTES
Series 2000-1
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TABLE OF CONTENTS
Section Page
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ARTICLE I
DEFINITIONS
1.01. Definitions........................................................3
1.02. Incorporation by Reference of Trust Indenture Act..................3
1.03. Rules of Construction..............................................3
ARTICLE II
ORIGINAL ISSUANCE OF NOTES
2.01. Form...............................................................5
2.02. Execution, Authentication and Delivery.............................5
2.03. Acceptance of Mortgage Loans by Indenture Trustee..................5
ARTICLE III
COVENANTS
3.01. Collection of Payments with respect to the Mortgage Loans..........6
3.02. Maintenance of Office or Agency....................................6
3.03. Money for Payments To Be Held in Trust; Paying Agent...............6
3.04. Existence..........................................................7
3.05. Payment of Principal and Interest..................................8
3.06. Protection of Trust Estate.........................................9
3.07. Opinions as to Trust Estate........................................9
3.08. Performance of Obligations........................................10
3.09. Negative Covenants................................................10
3.10. Annual Statement as to Compliance.................................11
3.11. [Reserved]........................................................11
3.12. Representations and Warranties Concerning the Mortgage Loans......11
3.13. [Reserved]........................................................12
3.14. Servicer as Agent and Bailee of the Indenture Trustee.............12
3.15. Investment Company Act............................................12
3.16. Issuer May Consolidate, etc.......................................12
3.17. Successor or Transferee...........................................14
3.18. No Other Business.................................................14
3.19. No Borrowing......................................................15
3.20. Guarantees, Loans, Advances and Other Liabilities.................15
3.21. Capital Expenditures..............................................15
3.22. [Reserved]........................................................15
3.23. Restricted Payments...............................................15
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3.24. Notice of Events of Default.........................................15
3.25. Further Instruments and Acts........................................15
3.26. Grant of the Subsequent Mortgage Loans..............................15
ARTICLE IV
THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE
4.01. The Notes...........................................................17
4.02. Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Note Registrar and Certificate Registrar......17
4.03. Mutilated, Destroyed, Lost or Stolen Notes..........................18
4.04. Persons Deemed Owners...............................................19
4.05. Cancellation........................................................19
4.06. Book-Entry Notes....................................................19
4.07. Notices to Depository...............................................20
4.08. Definitive Notes....................................................20
4.09. Tax Treatment.......................................................21
4.10. Satisfaction and Discharge of Indenture.............................21
4.11. Application of Trust Money..........................................22
4.12. Subrogation and Cooperation.........................................22
4.13. Repayment of Monies Held by Paying Agent............................23
4.14. Temporary Notes.....................................................23
4.15. ERISA Deemed Representations........................................24
ARTICLE V
DEFAULT AND REMEDIES
5.01. Events of Default...................................................25
5.02. Acceleration of Maturity; Rescission and Annulment..................26
5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee...................................................26
5.04. Remedies; Priorities................................................28
5.05. Optional Preservation of the Trust Estate...........................30
5.06. Limitation of Suits.................................................30
5.07. Unconditional Rights of Noteholders To Receive Principal
and Interest........................................................31
5.08. Restoration of Rights and Remedies..................................31
5.09. Rights and Remedies Cumulative......................................31
5.10. Delay or Omission Not a Waiver......................................31
5.11. Control by Note Insurer.............................................32
5.12. Waiver of Past Defaults.............................................32
5.13. Undertaking for Costs...............................................33
5.14. Waiver of Stay or Extension Laws....................................33
5.15. Sale of Trust Estate................................................33
5.16. Action on Notes.....................................................35
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ARTICLE VI
THE INDENTURE TRUSTEE
6.01. Duties of Indenture Trustee.........................................36
6.02 Certain Matters Affecting the Indenture Trustee.....................38
6.03 Indenture Trustee Not Liable for Notes or Mortgage Loans............39
6.04 Indenture Trustee May Own Notes.....................................40
6.05 [Reserved]..........................................................40
6.06 Eligibility Requirements for Indenture Trustee......................40
6.07 Resignation and Removal of the Indenture Trustee....................40
6.08 Successor Indenture Trustee.........................................41
6.09 Merger or Consolidation of Indenture Trustee........................42
6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee...42
6.11 Tax Returns.........................................................43
6.12 Appointment of Custodians...........................................43
6.13 Indenture Trustee May Enforce Claims Without Possession of Notes....44
6.14 Suits for Enforcement...............................................44
6.15 Indenture Trustee's Fees and Expenses...............................44
6.16 [Reserved]..........................................................44
6.17 Representations and Warranties......................................45
6.18 Directions to Indenture Trustee.....................................45
6.19 The Agents..........................................................45
ARTICLE VII
NOTEHOLDERS' LISTS AND REPORTS
7.01. Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders......................................................46
7.02. Preservation of Information; Communications to Noteholders..........46
7.03. Reports of Issuer...................................................46
7.04. Reports by Indenture Trustee........................................47
7.05. Statements to Noteholders...........................................47
ARTICLE VIII
ACCOUNTS, DISTRIBUTIONS, DISBURSEMENTS AND RELEASES
8.01. Collection of Money.................................................48
8.02. [Reserved]..........................................................48
8.03. Officer's Certificate...............................................48
8.04. Termination Upon Distribution to Noteholders........................48
8.05. Release of Trust Estate.............................................48
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8.06. Surrender of Notes Upon Final Payment..............................49
8.07. No Redemption of the Notes.........................................49
ARTICLE IX
SUPPLEMENTAL INDENTURES
9.01. Supplemental Indentures Without Consent of Noteholders.............50
9.02. Supplemental Indentures With Consent of Noteholders................51
9.03. Execution of Supplemental Indentures...............................52
9.04. Effect of Supplemental Indenture...................................53
9.05. Conformity with Trust Indenture Act................................53
9.06. Reference in Notes to Supplemental Indentures......................53
ARTICLE X
MISCELLANEOUS
10.01. Compliance Certificates and Opinions, etc..........................54
10.02. Form of Documents Delivered to Indenture Trustee...................55
10.03. Acts of Noteholders................................................56
10.04. Notices, etc., to Indenture Trustee, Note Insurer, Issuer
and Rating Agencies................................................56
10.05. Notices to Noteholders; Waiver.....................................57
10.06. Conflict with Trust Indenture Act..................................58
10.07. Effect of Headings.................................................58
10.08. Successors and Assigns.............................................58
10.09. Separability.......................................................58
10.10. Benefits of Indenture..............................................58
10.11. Legal Holidays.....................................................58
10.12. GOVERNING LAW......................................................58
10.13. Counterparts.......................................................59
10.14. Recording of Indenture.............................................59
10.15. Issuer Obligation..................................................59
10.16. No Petition........................................................59
10.17. Inspection.........................................................59
10.18. Limitation of Liability............................................60
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EXHIBITS
Exhibit A-1 - Form of Class 1A Notes
Exhibit A-2 - Form of Class 2A Notes
Exhibit B - Custodial Agreement
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This Indenture, dated as of March 1, 2000, between AFC Trust Series
2000-1, a Delaware business trust, as Issuer (the "Issuer") and LaSalle Bank
National Association, a national banking association, as Indenture Trustee (the
"Indenture Trustee"),
WITNESSETH THAT:
Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's AFC
Mortgage Loan Asset Backed Notes, Series 2000-1 (the "Notes") and the Note
Insurer.
GRANTING CLAUSE
The Issuer hereby Grants to the Indenture Trustee on the Closing
Date, as trustee for the benefit of the Holders of the Notes and the Note
Insurer, all of the Issuer's right, title and interest in and to whether now
existing or hereafter created by (a) the Mortgage Loans and the proceeds thereof
and all rights under the Related Documents; (b) all funds on deposit from time
to time in the Principal and Interest Accounts allocable to the Mortgage Loans
excluding any investment income from such funds; (c) all funds on deposit from
time to time in the Note Distribution Account, the Trustee Expense Accounts, the
Pre-Funding Accounts, the Interest Coverage Accounts and the Reserve Account and
in all proceeds thereof excluding any investment income from such funds; (d) all
rights under the (i) Sale and Servicing Agreement and any Sub-Servicing
Agreements, (ii) any title, hazard and primary insurance policies with respect
to the Mortgaged Property, and (iii) all rights under the Cap Agreement, if any;
and (e) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under, and all
proceeds of every kind and nature whatsoever in respect of, any or all of the
foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in the conversion thereof, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the "Trust Estate" or the
"Collateral"). The Depositor's Yield and amounts received after the Cut-off Date
in the case of the Initial Mortgage Loans, or after the Subsequent Cut-off Date
in the case of the Subsequent Mortgage Loans, in respect of interest accrued on
the Mortgage Loans on or prior to the Cut-off Date or Subsequent Cut-off Date,
as the case may be, do not constitute a part of the Trust Estate or the
Collateral.
The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.
The Indenture Trustee, as trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein. The Indenture Trustee agrees that it will
hold the Note Insurance Policy in trust and that it will hold any proceeds of
any
<PAGE>
claim upon the Note Insurance Policy, solely for the use and benefit of the
Noteholders in accordance with the terms hereof and of the Sale and Servicing
Agreement and the Note Insurance Policy.
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in Article I, Definitions of the Sale and Servicing Agreement,
dated as of March 1, 2000 among the Issuer, the Indenture Trustee and Superior
Bank FSB, as seller and servicer (the "Sale and Servicing Agreement"). All other
capitalized terms used herein shall have the meanings specified herein.
Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:
"Commission" means the Securities and Exchange Commission.
"indenture securities" means the Notes.
"indenture security holder" means a Noteholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the
Indenture Trustee.
"obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules have
the meanings assigned to them by such definitions.
Section 1.03. Rules of Construction. Unless the context otherwise
requires:
(i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles
as in effect from time to time;
(iii) "or" is not exclusive;
(iv) "including" means including without limitation;
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(v) words in the singular include the plural and words in the
plural include the singular; and
(vi) any agreement, instrument or statute defined or referred
to herein or in any instrument or certificate delivered in connection
herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.
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ARTICLE II
ORIGINAL ISSUANCE OF NOTES
Section 2.01. Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Exhibits A-1 and A-2, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture.
The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders).
The terms of the Notes are part of the terms of this Indenture.
Section 2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.
Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.
The Indenture Trustee shall upon Issuer Request authenticate and deliver
the Class 1A and Class 2A Notes for original issue in an aggregate initial
principal amount of $100,000,000 with respect to Class 1A and $139,000,000 with
respect to Class 2A.
Each Class of Notes shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes and the Notes shall be issuable in
the minimum initial Note Principal Balances of $100,000 and in integral
multiples of $1,000 in excess thereof.
No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.
Section 2.03. Acceptance of Mortgage Loans by Indenture Trustee. (a) The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described in the Sale and Servicing Agreement, the
documents (or certified copies thereof) referred to in Section 2.04 of the Sale
and Servicing Agreement and declares that it holds and will continue to hold
those documents and any amendments, replacements or supplements thereto and all
other assets of the Trust Estate as Indenture Trustee in trust for the use and
benefit of all present and future Holders of the Notes and the Note Insurer. The
Indenture Trustee agrees to review the Trustee's Mortgage File in accordance
with the terms of Section 2.04 of the Sale and Servicing Agreement.
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ARTICLE III
COVENANTS
Section 3.01. Collection of Payments with respect to the Mortgage Loans.
Pursuant to the terms of the Sale and Servicing Agreement, the Indenture Trustee
shall establish and maintain the Note Distribution Accounts in which the
Indenture Trustee shall deposit, on the same day as it is received from the
Servicer, each remittance received by the Indenture Trustee with respect to the
Mortgage Loans. The Indenture Trustee shall make all payments of principal of
and interest on the Notes, subject to Section 3.03, as provided in Section 3.05
herein and in the Sale and Servicing Agreement from monies on deposit in the
Note Distribution Accounts.
Section 3.02. Maintenance of Office or Agency. The Issuer will maintain an
office or agency where, subject to satisfaction of conditions set forth herein,
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Indenture
Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands. The chief executive office and
principal place of business of the Issuer is located in the county of New Castle
in the state of Delaware;
Section 3.03. Money for Payments To Be Held in Trust; Paying Agent. (a) As
provided in Section 3.01, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Note
Distribution Accounts pursuant to Section 3.01 shall be made on behalf of the
Issuer by the Indenture Trustee or by the Paying Agent, and no amounts so
withdrawn from the Note Distribution Accounts for payments of Notes shall be
paid over to the Issuer except as provided in this Section 3.03. The Issuer
initially appoints the Indenture Trustee to serve as Paying Agent and the
Indenture Trustee accepts such appointment.
The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent it hereby so agrees), subject to the provisions of
this Section 3.03, that such Paying Agent will:
(i) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as herein
provided;
(ii) give the Indenture Trustee and the Note Insurer notice of
any default by the Issuer of which it has actual knowledge in the making
of any payment required to be made with respect to the Notes;
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(iii) at any time during the continuance of any such default,
upon the written request of the Indenture Trustee, forthwith pay to the
Indenture Trustee all sums so held in trust by such Paying Agent;
(iv) immediately resign as Paying Agent and forthwith pay to
the Indenture Trustee all sums held by it in trust for the payment of
Notes if at any time it ceases to meet the standards required to be met by
a Paying Agent at the time of its appointment;
(v) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any Notes of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith; and
(vi) not commence a case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar
law against the Issuer in connection with this Indenture.
The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Request
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Indenture Trustee upon the
same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be repaid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
two newspapers published in the English language customarily published on each
Business Day and of general circulation in Chicago, Illinois, a notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Indenture
Trustee may also adopt and employ, at the expense and direction of the Issuer,
any other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in monies due and payable but not claimed is determinable from the
records of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such Holder).
Section 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of its
jurisdiction of organization and will obtain and preserve its qualification to
do business in each jurisdiction in which such qualification is or shall
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be necessary to protect the validity and enforceability of this Indenture, the
Notes, the Mortgage Loans and each other instrument or agreement included in the
Trust Estate.
Section 3.05. Payment of Principal and Interest. (a) The Issuer will duly
and punctually pay, but only to the extent of the Amount Available for each
Group on each Payment Date, the principal of and interest on the Notes in
accordance with the terms of such Notes, this Indenture and the Sale and
Servicing Agreement. Without limiting the foregoing, the Issuer will cause to be
distributed all amounts on deposit in the related Note Distribution Account on a
Payment Date deposited therein pursuant to the Sale and Servicing Agreement for
the benefit of the related Classes of Notes, to the applicable Noteholders.
Amounts properly withheld under the Code from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.
(b) Each distribution with respect to a Book-Entry Note shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Note
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Indenture Trustee, the Note Registrar, the
Seller or the Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(c) [Reserved].
(d) Any installment of interest or principal, if any, payable on any Note
that is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall, if such Holder shall have so requested at least five
Business Days prior to the related Record Date and such Holder holds Notes of an
aggregate initial Note Principal Balance of at least $5,000,000, be paid to each
Holder of record on the preceding Record Date, by wire transfer to an account
specified in writing by such Holder reasonably satisfactory to the Indenture
Trustee as of the preceding Record Date or in all other cases or if no such
instructions have been delivered to the Indenture Trustee, by check to such
Noteholder mailed to such Holder's address as it appears in the Note Register in
the amount required to be distributed to such Holder on such Payment Date
pursuant to such Holder's Notes; provided, however, that the Indenture Trustee
shall not pay to such Holders any amount required to be withheld from a payment
to such Holder by the Code.
(e) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the forms of Note set
forth in Exhibits A-1 and A-2. All principal payments on the Notes shall be made
to the Noteholders entitled thereto in accordance with the Percentage Interests
represented by such Notes. Upon notice to the Indenture Trustee by the Issuer,
the Indenture Trustee shall notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Final Scheduled
Payment Date or other final Payment Date. Such notice shall to the extent
practicable be mailed no later than five Business Days prior to such Final
Scheduled Payment Date or other final Payment Date and shall specify that
payment of the principal amount and any interest due with respect to such Note
at the
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Final Scheduled Payment Date or other final Payment Date will be payable only
upon presentation and surrender of such Note and shall specify the place where
such Note may be presented and surrendered for such final payment. No interest
shall accrue on the Notes on or after the Final Scheduled Payment Date or any
such other final Payment Date.
Section 3.06. Protection of Trust Estate. (a) The Issuer will from time to
time prepare, execute and deliver all such supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:
(i) maintain or preserve the lien and security interest (and
the priority thereof) of this Indenture or carry out more effectively the
purposes hereof;
(ii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;
(iii) cause the Issuer or Servicer to enforce any of the
rights to the Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the
rights of the Indenture Trustee, the Note Insurer and the Noteholders in
such Trust Estate against the claims of all persons and parties.
(b) Except as otherwise provided in this Indenture, the Indenture Trustee
shall not remove any portion of the Trust Estate that consists of money or is
evidenced by an instrument, certificate or other writing from the jurisdiction
in which it was held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held
as described in the Opinion of Counsel delivered on the Closing Date pursuant to
Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered
pursuant to Section 3.07(b) hereof unless the Indenture Trustee shall have first
received an Opinion of Counsel to the effect that the lien and security interest
created by this Indenture with respect to such property will continue to be
maintained after giving effect to such action or actions).
The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.06 upon the
Issuer's preparation thereof and delivery to the Indenture Trustee.
Section 3.07. Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee, the Note Insurer and the Owner
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording and filing of
this Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and first priority security interest in the Collateral and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and first priority
security interest effective.
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(b) On or before April 30 in each calendar year, beginning in April 2000,
the Issuer shall furnish to the Indenture Trustee and the Note Insurer an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to maintain the lien and first priority security interest in the
Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest in the
Collateral until April 30 in the following calendar year.
Section 3.08. Performance of Obligations. (a) The Issuer will punctually
perform and observe all of its obligations and agreements contained in this
Indenture, the Basic Documents and in the instruments and agreements included in
the Trust Estate.
(b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer.
(c) The Issuer will not take any action or permit any action to be taken
by others which would release any Person from any of such Person's covenants or
obligations under any of the documents relating to the Mortgage Loans or under
any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Mortgage
Loans or any such instrument, except such actions as the Servicer is expressly
permitted to take in the Sale and Servicing Agreement. The Indenture Trustee, as
pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the
Sale and Servicing Agreement, shall be entitled to exercise all of the rights of
the Issuer to direct the actions of the Servicer pursuant to the Sale and
Servicing Agreement. So long as any Event of Servicer Default shall be
continuing under the Sale and Servicing Agreement, the Indenture Trustee, with
the consent of the Note Insurer, may exercise the remedies set forth in Section
10.01 of the Sale and Servicing Agreement. Unless granted or permitted by the
Note Insurer or the Holders of the Notes to the extent provided above, the
Issuer may not waive any such Event of Servicer Default or terminate the rights
and powers of the Servicer under the Sale and Servicing Agreement.
(d) The Issuer may retain an administrator and may enter into contracts
with other Persons for the performance of the Issuer's obligations hereunder,
and performance of such obligations by such Persons shall be deemed to be
performance of such obligations by the Issuer.
Section 3.09. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:
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(i) except as expressly permitted by this Indenture, sell,
transfer, exchange or otherwise dispose of the Trust Estate, except as
expressly permitted by the Indenture or the Sale and Servicing Agreement;
(ii) claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code) or assert any claim
against any present or former Noteholder by reason of the payment of the
taxes levied or assessed upon any part of the Trust Estate;
(iii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit
any Person to be released from any covenants or obligations with respect
to the Notes under this Indenture except as may be expressly permitted
hereby, (B) permit any lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the Trust
Estate or any part thereof or any interest therein or the proceeds thereof
or (C) permit the lien of this Indenture not to constitute a valid first
priority security interest in the Trust Estate;
(iv) waive or impair, or fail to assert rights under, the
Mortgage Loans, or impair or cause to be impaired the Issuer's interest in
the Mortgage Loans, the Sale and Servicing Agreement or in any Basic
Document, if any such action would materially and adversely affect the
interests of the Noteholders or the Note Insurer; or
(v) dissolve or liquidate, in whole or in part, unless the
Notes are paid in full.
Section 3.10. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Note Insurer, by April 30 in each calendar year
(commencing with the year 2000), an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that:
(i) a review of the activities of the Issuer during such year
and of its performance under this Indenture has been made under such
Authorized Officer's supervision; and
(ii) to the best of such Authorized Officer's knowledge, based
on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year, or, if there has been a default
in its compliance with any such condition or covenant, specifying each
such default known to such Authorized Officer and the nature and status
thereof.
Section 3.11. [Reserved].
Section 3.12. Representations and Warranties Concerning the Mortgage
Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and
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warranties made by the Seller in the Sale and Servicing Agreement concerning the
Seller and the Mortgage Loans and the right to enforce the remedies against the
Seller provided in such Sale and Servicing Agreement to the same extent as
though such representations and warranties were made directly to the Indenture
Trustee. If the Indenture Trustee has actual knowledge of any breach of any
representation or warranty made by the Seller in the Sale and Servicing
Agreement, the Indenture Trustee shall promptly notify the Seller and the Note
Insurer of such finding and the Seller's obligation to cure such defect or
repurchase or substitute for the related Mortgage Loan.
Section 3.13. [Reserved].
Section 3.14. Servicer as Agent and Bailee of the Indenture Trustee.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the Servicer, the Issuer and the Indenture Trustee
hereby acknowledge that the Servicer is acting as agent and bailee of the
Indenture Trustee in holding amounts on deposit in the Principal and Interest
Accounts, as well as its agent and bailee in holding any Related Documents
released to the Servicer, and any other items constituting a part of the Trust
Estate which from time to time come into the possession of the Servicer. It is
intended that, by the Servicer's execution of the Sale and Servicing Agreement,
the Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed
to have possession of such Related Documents, such documents, monies and such
other items for purposes of Section 9-305 of the Uniform Commercial Code of the
state in which such property is held by the Servicer.
Section 3.15. Investment Company Act. The Issuer shall not become an
"investment company" or under the "control" of an "investment company" as such
terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuer shall be in compliance with this Section 3.15
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.
Section 3.16. Issuer May Consolidate, etc. (a) The Issuer shall not
consolidate or merge with or into any other Person, unless:
(i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and
existing under the laws of the United States of America or any state or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in
form reasonably satisfactory to the Indenture Trustee and the Note
Insurer, the due and punctual payment of the principal of and interest on
all Notes, distributions made to the Certificate Paying Agent, on behalf
of the Certificateholders and the payment of the Monthly Premium and all
other payments to the Note Insurer and the performance or observance of
every agreement and covenant of this Indenture on the part of the Issuer
to be performed or observed, all as provided herein;
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(ii) immediately after giving effect to such transaction, no
Event of Default shall have occurred and be continuing;
(iii) the Rating Agencies shall have confirmed in writing that
such transaction shall not cause the downgrade, withdrawal, suspension or
qualification of the rating of the Notes or caused the Notes to be
considered by either Rating Agency to be below investment grade without
taking into consideration the Note Insurance Policy;
(iv) the Issuer and the Note Insurer shall have received an
Opinion of Counsel (and shall have delivered a copy thereof to the
Indenture Trustee) to the effect that such transaction will not (A) result
in a "substantial modification" of the Notes under Treasury Regulation
section 1.1001-3, or adversely affect the status of the Notes as
indebtedness for federal income tax purposes, or (B) if 100% of the
Certificates are not owned by Superior Bank FSB, cause the Trust to be
subject to an entity level tax for federal income tax purposes;
(v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken;
(vi) the Issuer shall have delivered to the Indenture Trustee
and the Note Insurer an Officer's Certificate and an Opinion of Counsel
each stating that such consolidation or merger and such supplemental
indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with
(including any filing required by the Exchange Act); and
(vii) the Note Insurer, so long as no default by the Note
Insurer exists, shall have given its prior written consent.
(b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:
(i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall (A) be a United States citizen or a Person
organized and existing under the laws of the United States of America or
any state, (B) expressly assumes, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory to
the Indenture Trustee and the Note Insurer, the due and punctual payment
of the principal of and interest on all Notes, the payment of the Note
Insurance Premium and all other amounts payable to the Note Insurer and
the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as
provided herein, (C) expressly agrees by means of such supplemental
indenture that all right, title and interest so conveyed or transferred
shall be subject and subordinate to the rights of the Holders of the Notes
and the Note Insurer, (D) unless otherwise provided in such supplemental
indenture, expressly agrees to indemnify, defend and hold harmless the
Issuer and the Note Insurer against and from any loss, liability or
expense arising under or related to this Indenture and the Notes and (E)
expressly agrees by means of such supplemental indenture that such Person
(or if a group
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of Persons, then one specified Person) shall make all filings with the
Commission (and any other appropriate Person) required by the Exchange Act
in connection with the Notes;
(ii) immediately after giving effect to such transaction, no
default by the Issuer hereunder or Event of Default shall have occurred
and be continuing;
(iii) the Rating Agencies shall have confirmed in writing that
such transaction shall not cause the downgrade, withdrawal, suspension or
qualification of the rating of the Notes without taking into account the
Note Insurance Policy;
(iv) the Issuer and the Note Insurer shall have received an
Opinion of Counsel (and shall have delivered a copy thereof to the
Indenture Trustee) to the effect that such transaction will not (A) result
in a "substantial modification" of the Notes under Treasury Regulation
section 1.1001-3, or adversely affect the status of the Notes as
indebtedness for federal income tax purposes, and (B) if 100% of the
Certificates are not owned by Superior Bank FSB, cause the Trust to be
subject to an entity level tax for federal income tax purposes;
(v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken;
(vi) the Issuer shall have delivered to the Indenture Trustee
and the Note Insurer an Officer's Certificate and an Opinion of Counsel
each stating that such conveyance or transfer and such supplemental
indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with
(including any filing required by the Exchange Act); and
(vii) the Note Insurer, so long as no default by the Note
Insurer exists, shall have given its prior written consent.
Section 3.17. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.16(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.
(b) Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.16(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee and the Note Insurer of such conveyance or
transfer.
Section 3.18. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Mortgage Loans and the issuance of the Notes and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.
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Section 3.19. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes and amounts due to the Note Insurer under this
Indenture and the Insurance Agreement.
Section 3.20. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the Basic Documents, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person.
Section 3.21. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).
Section 3.22. [Reserved]
Section 3.23. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (x) distributions to the Owner
Trustee, the Note Insurer and the Certificateholders as contemplated by, and to
the extent funds are available for such purpose under this Indenture and the
Sale and Servicing Agreement and (y) payments to the Servicer pursuant to the
terms of the Sale and Servicing Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from any Account except in
accordance with this Indenture and the Basic Documents.
Section 3.24. Notice of Events of Default. The Issuer, upon actual
knowledge thereof, shall give the Indenture Trustee, the Note Insurer and the
Rating Agencies prompt written notice of each Event of Default hereunder and
under the Trust Agreement.
Section 3.25. Further Instruments and Acts. Upon written request of the
Indenture Trustee or the Note Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.
Section 3.26. Grant of the Subsequent Mortgage Loans. In consideration of
the delivery on each Subsequent Transfer Date to or upon the order of the Issuer
of all or a portion of the amount on deposit in the related Pre-Funding Account,
the Issuer shall, to the extent of the availability thereof, on such Subsequent
Transfer Date during the Pre-Funding Period Grant to the Indenture Trustee all
of its rights, title and interest in the Subsequent Mortgage Loans and
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simultaneously with the Grant of the Subsequent Mortgage Loans the Issuer will
cause the related Trustee's Mortgage File to be delivered to the Indenture
Trustee.
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ARTICLE IV
THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE
Section 4.01. The Notes. The Notes shall be registered in the name of a
nominee designated by the Depository. Beneficial Owners will hold interests in
the Notes through the book- entry facilities of the Depository in minimum
initial Note Principal Balances of $100,000 and integral multiples of $1,000 in
excess thereof.
The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Notes for the
purposes of exercising the rights of Holders of the Notes hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive certificates for
the Notes as to which they are the Beneficial Owners. Requests and directions
from, and votes of, the Depository as Holder of the Notes shall not be deemed
inconsistent if they are made with respect to different Beneficial Owners. The
Indenture Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Noteholders and give notice to the
Depository of such record date. Without the consent of the Issuer and the
Indenture Trustee, no Note may be transferred by the Depository except to a
successor Depository that agrees to hold such Note for the account of the
Beneficial Owners.
In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuer may appoint a
successor Depository. If no successor Depository has been appointed within 30
days of the effective date of the Depository's resignation or removal, each
Beneficial Owner shall be entitled to certificates representing the Notes it
beneficially owns in the manner prescribed in Section 4.08.
The Notes shall, on original issue, be executed on behalf of the Issuer by
the Owner Trustee, not in its individual capacity but solely as Owner Trustee,
authenticated by the Indenture Trustee and delivered by the Indenture Trustee to
or upon the order of the Issuer.
Each of the Notes is intended to be a "security" governed by Article 8 of
the Uniform Commercial Code as in effect in the State of New York and any other
applicable jurisdiction, to the extent that any of such laws may be applicable.
Section 4.02. Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Note Registrar and Certificate Registrar. The Issuer shall
cause to be kept at the Corporate Trust Office a Note Register in which, subject
to such reasonable regulations as it may prescribe, the Note Registrar shall
provide for the registration of Notes and of transfers and exchanges of Notes as
herein provided.
Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Note at the Corporate Trust
Office, the Issuer shall execute and the Note Registrar
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shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized initial Note Principal Balances
evidencing the same aggregate Percentage Interests.
Subject to the foregoing, at the option of the Noteholders, Notes may be
exchanged for other Notes of like tenor and in authorized initial Note Principal
Balances evidencing the same aggregate Percentage Interests upon surrender of
the Notes to be exchanged at the Corporate Trust Office of the Note Registrar.
Whenever any Notes are so surrendered for exchange, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver the Notes which the
Noteholder making the exchange is entitled to receive. Each Note presented or
surrendered for registration of transfer or exchange shall (if so required by
the Note Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing
with such signature guaranteed by a commercial bank or trust company located or
having a correspondent located in the city of New York. Notes delivered upon any
such transfer or exchange will evidence the same obligations, and will be
entitled to the same rights and privileges, as the Notes surrendered.
No service charge shall be made for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.
The Issuer hereby appoints the Indenture Trustee as (i) Certificate
Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
to Section 3.09 of the Trust Agreement in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges thereof pursuant to
Section 3.05 of the Trust Agreement and (ii) Note Registrar under this
Indenture. The Indenture Trustee hereby accepts such appointments.
Section 4.03. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer, the Note Insurer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, and provided that the requirements of Section 8-405 of the
UCC are met, the Issuer shall execute, and upon its request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer, the Note Insurer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be
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entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.
Upon the issuance of any replacement Note under this Section 4.03, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.
Every replacement Note issued pursuant to this Section 4.03 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.
The provisions of this Section 4.03 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.
Section 4.04. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Note Insurer, the
Indenture Trustee and any agent of the Issuer, the Note Insurer or the Indenture
Trustee may treat the Person in whose name any Note is registered (as of the day
of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the
Issuer, the Note Insurer, the Indenture Trustee nor any agent of the Issuer, the
Note Insurer or the Indenture Trustee shall be affected by notice to the
contrary.
Section 4.05. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section 4.05, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Request that they be destroyed or returned to it; provided, however, that such
Issuer Request is timely and the Notes have not been previously disposed of by
the Indenture Trustee.
Section 4.06. Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuer. The Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Depository, and
no Beneficial Owner will receive a Definitive Note representing such Beneficial
Owner's interest in such Note, except as provided in Section 4.08. With respect
to such Notes,
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unless and until definitive, fully registered Notes (the "Definitive Notes")
have been issued to Beneficial Owners pursuant to Section 4.08:
(i) the provisions of this Section 4.06 shall be in full force
and effect;
(ii) the Note Registrar, the Note Insurer and the Indenture
Trustee shall be entitled to deal with the Depository for all purposes of
this Indenture (including the payment of principal of and interest on the
Notes and the giving of instructions or directions hereunder) as the sole
holder of the Notes, and shall have no obligation to the Beneficial Owners
of the Notes;
(iii) to the extent that the provisions of this Section 4.06
conflict with any other provisions of this Indenture, the provisions of
this Section 4.06 shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Depository and shall be limited to those established by law
and agreements between such Owners of Notes and the Depository and/or the
Depository Participants. Unless and until Definitive Notes are issued
pursuant to Section 4.08, the initial Depository will make book-entry
transfers among the Depository Participants and receive and transmit
payments of principal of and interest on the Notes to such Depository
Participants; and
(v) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes evidencing
a specified percentage of the Note Principal Balances of the Notes, the
Depository shall be deemed to represent such percentage with respect to
the Notes only to the extent that it has received instructions to such
effect from Beneficial Owners and/or Depository Participants owning or
representing, respectively, such required percentage of the beneficial
interest in the Notes and has delivered such instructions to the Indenture
Trustee.
Section 4.07. Notices to Depository. Whenever a notice or other
communication to the Note Holders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.
Section 4.08. Definitive Notes. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Notes and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, Beneficial Owners of Notes representing beneficial interests
aggregating at least a majority of the Note Principal Balances of the Notes
advise the Depository in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Beneficial
Owners, then the Depository shall notify all Beneficial Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Depository, accompanied by registration instructions, the Issuer shall
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execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Depository. None of the Issuer, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.
Section 4.09. Tax Treatment. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness. The Issuer and the Indenture Trustee, by entering into this
Indenture, and each Noteholder, by its acceptance of its Note (and each
Beneficial Owner by its acceptance of an interest in the applicable Book-Entry
Note), agree to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness.
Section 4.10. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders (and the Note
Insurer, as subrogee of the Noteholders) to receive payments of principal
thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.16, 3.18,
3.19 and 4.09, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the obligations of the Indenture Trustee under
Section 4.11) and (vi) the rights of Noteholders (and the Note Insurer, as
subrogee of the Noteholders) as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them,
and the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes and shall release and deliver the Collateral
to or upon the order of the Issuer, when
(A) either
(1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 4.03 hereof and (ii) Notes for
whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 3.03) have been
delivered to the Indenture Trustee for cancellation; or
(2) all Notes not theretofore delivered to the Indenture Trustee for
cancellation
a. have become due and payable,
b. will become due and payable at the Final Scheduled
Payment Date within one year, or
c. have been called for early redemption pursuant to
Section 11.01 of the Sale and Servicing Agreement,
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and the Issuer, in the case of a. or b. above, has irrevocably deposited
or caused to be irrevocably deposited with the Indenture Trustee cash or
direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in
trust for such purpose, in an amount sufficient to pay and discharge the
entire indebtedness on such Notes then outstanding not theretofore
delivered to the Indenture Trustee for cancellation when due on the Final
Scheduled Payment Date or other final Payment Date, and the Issuer has
delivered to the Indenture Trustee and the Note Insurer a verification
report (complying with the applicable requirements of Section 10.01) from
a nationally recognized Independent accounting firm certifying that the
amounts deposited with the Indenture Trustee are sufficient to pay and
discharge the entire indebtedness of such Notes, or, in the case of c.
above all provisions of Section 11.01 of the Sale and Servicing Agreement
have been satisfied;
(B) the Issuer has paid or caused to be paid all other sums payable
hereunder and under the Sale and Servicing Agreement; and
(C) the Issuer has delivered to the Indenture Trustee and the Note
Insurer an Officer's Certificate and an Opinion of Counsel, each meeting
the applicable requirements of Section 10.01 hereof, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with and, if the Opinion of
Counsel relates to a deposit made in connection with Section 4.10(A)(2)b.
above, such opinion shall further be to the effect that such deposit will
constitute an "in-substance defeasance" within the meaning of Revenue
Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will
be the owner of the assets deposited in trust for federal income tax
purposes.
Section 4.11. Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or the
Issuer, as applicable, as the Indenture Trustee may determine, to the Holders of
Notes, of all sums due and to become due thereon for principal and interest or
otherwise; but such monies need not be segregated from other funds except to the
extent required herein or required by law.
Section 4.12. Subrogation and Cooperation. The Issuer and the Indenture
Trustee acknowledge that (i) to the extent the Note Insurer makes payments under
the Note Insurance Policy on account of principal of or interest on the Notes,
the Note Insurer will be fully subrogated to the rights of such Holders to
receive such principal and interest from the Issuer, and (ii) the Note Insurer
shall be paid such principal and interest but only from the sources and in the
manner provided herein and in the Sale and Servicing Agreement for the payment
of such principal and interest.
The Indenture Trustee shall cooperate in all respects with any reasonable
request by the Note Insurer for action to preserve or enforce the Note Insurer's
rights or interest under this Indenture or the Sale and Servicing Agreement,
consistent with this Indenture and without limiting the rights of the
Noteholders as otherwise set forth in the Indenture, including, without
limitation, upon the occurrence and continuance of a default under the Insurance
Agreement, a request to take any one or more of the following actions:
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(i) institute any suit in equity, action at law or other
judicial or administrative proceeding (each, a "Proceeding") for the
collection of all amounts then payable on the Notes, or under this
Indenture in respect to the Notes and all amounts payable under the
Insurance Agreement, enforce any judgment obtained and collect from the
Issuer monies adjudged due;
(ii) sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private Sales called and
conducted in any manner permitted by law;
(iii) file or record all Assignments of Mortgage that have not
previously been recorded;
(iv) institute Proceedings from time to time for the complete
or partial foreclosure of this Indenture; and
(v) exercise any remedies of a secured party under the UCC and
take any other appropriate action to protect and enforce the rights and
remedies of the Note Insurer hereunder;
provided, however, action shall be taken pursuant to this Section 4.12 by the
Indenture Trustee to preserve the Note Insurer's rights or interest under this
Agreement or the Insurance Agreement only to the extent such action is available
to the Noteholders or the Note Insurer under other provisions of this Indenture.
Notwithstanding any provision of this Indenture to the contrary, so long
as no default by the Note Insurer exists, the Note Insurer shall at all times be
treated as if it were the exclusive owner of all Notes Outstanding for the
purposes of all approvals, consents, waivers and the institution of any action
and the direction of all remedies, and the Indenture Trustee shall act in
accordance with the directions of the Note Insurer so long as it is indemnified
therefor to its reasonable satisfaction.
Section 4.13. Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.
Section 4.14. Temporary Notes. Pending the preparation of any Definitive
Notes, the Issuer may execute and upon its written direction, the Indenture
Trustee may authenticate and make available for delivery, temporary Notes that
are printed, lithographed, typewritten, photocopied or otherwise produced, in
any denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.
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If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of the Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Indenture
Trustee, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuer shall execute and the Indenture Trustee
shall authenticate and make available for delivery, in exchange therefor,
Definitive Notes of authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, such temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.
Section 4.15. ERISA Deemed Representations. By acquiring a Note, each
purchaser will be deemed to represent that either (1) it is not acquiring the
Note with the assets of a Plan; or (2) the acquisition and holding of the Note
will not give rise to a nonexempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.
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ARTICLE V
DEFAULT AND REMEDIES
Section 5.01. Events of Default. Any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall be an "Event of Default":
(i) a default in the payment of the Class A Interest
Remittance Amount or the Class A Principal Remittance Amount with respect to a
Payment Date on such Payment Date and such default continues for a period of
five days (for purposes of this clause, a payment on the Notes funded by the
Note Insurer shall be deemed to be a payment made by the Issuer); or
(ii) the failure by the Issuer on the Final Scheduled Payment
Date to reduce the related Note Principal Balance to zero and such default
continues for a period of five days; or (iii) there occurs a default in the
observance or performance of any covenant or agreement of the Issuer made in the
Indenture, or any representation or warranty of the Issuer made in the Indenture
or in any certificate or other writing delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material respect as of
the time when the same shall have been made, and such default shall continue or
not be cured, or the circumstance or condition in respect of which such
representation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Note Insurer, or if a Note Insurer
default exists the Holders of at least 25% of the Outstanding Amount of the
Notes, a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of default hereunder; or
(iv) there occurs the filing of a decree or order for relief
by a court having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Trust Estate in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or ordering the winding-up or liquidation of the Issuer's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or
(v) there occurs the commencement by the Issuer of a voluntary
case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by the Issuer to the
entry of an order for relief in an involuntary case under any such law, or the
consent by the Issuer to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the assets of the Trust Estate, or the
making by the Issuer of any general assignment for the benefit of creditors, or
the failure by the Issuer generally to pay its debts as such debts become due,
or the taking of any action by the Issuer in furtherance of any of the
foregoing.
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Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Note Insurer or, if a Note
Insurer default exists, the Holders of Notes representing not less than a
majority of the Note Principal Balances of all Notes may declare the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee and the Note Insurer if given by Noteholders), and upon any
such declaration the unpaid Note Principal Balance of the Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.
At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter provided in this Article V, the Note Insurer or, if a default by the
Note Insurer exists, the Holders of Notes representing a majority of the Note
Principal Balances of all Notes, by written notice to the Issuer and the
Indenture Trustee, may waive the related Event of Default and rescind and annul
such declaration and its consequences if:
(i) the Issuer has, or has caused to be, paid or deposited
with the Indenture Trustee a sum sufficient to pay:
(A) all payments of principal of and interest on the Notes
and all other amounts that would then be due hereunder or upon the
Notes if the Event of Default giving rise to such acceleration had
not occurred; and
(B) all sums paid or advanced by the Indenture Trustee
hereunder and the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel;
and
(ii) all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.12.
No such rescission shall affect any subsequent default or impair any right
consequent thereto.
Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the
payment of the Class A Interest Remittance Amount on any Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the Class A Principal Remittance
Amount of or any installment of the Class A Principal Remittance Amount on any
Note when the same becomes due and payable, the Issuer shall, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders
of Notes and the Note Insurer, the whole amount then due and payable on the
Notes in respect of principal and interest, with interest at the Note Interest
Rate upon the overdue principal, and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.
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(b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.16 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor the Notes, wherever
situated, the monies adjudged or decreed to be payable.
(c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders and the Note
Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.
(d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture
Trustee, except as a result of negligence or bad faith), the Note Insurer
and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of Notes in any election of a trustee, a
standby trustee or Person performing similar functions in any such
Proceedings;
(iii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute all amounts
received with respect to the claims of the Noteholders, the Note Insurer
and of the Indenture Trustee on their behalf; and
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(iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of
the Indenture Trustee, the Note Insurer or the Holders of Notes allowed in
any judicial proceedings relative to the Issuer, its creditors and its
property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith, and
all amounts due to the Note Insurer.
(e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.
(f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes and the Note Insurer.
(g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.
Section 5.04. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and if an acceleration has been declared and not
rescinded pursuant to Section 5.02 hereof, the Indenture Trustee subject to the
provisions of Section 10.16 hereof shall, do one or more of the following
(subject to Section 5.05 hereof):
(i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the Notes
or under this Indenture with respect thereto, whether by declaration or
otherwise, and all amounts payable under the Sale and Servicing Agreement
and enforce any judgment obtained, and collect from the Issuer and any
other obligor upon such Notes monies adjudged due;
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(ii) institute Proceedings from time to time for the complete
or partial foreclosure of this Indenture with respect to the Trust Estate;
(iii) exercise any remedies of a secured party under the UCC
and take any other appropriate action to protect and enforce the rights
and remedies of the Indenture Trustee, the Holders of the Notes and the
Note Insurer; and
(iv) sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;
provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Note Principal Balance and, unless a Note Insurer default exists, the Note
Insurer, (B) the proceeds of such sale or liquidation distributable to the
Holders of the Notes are sufficient to discharge in full all amounts then due
and unpaid upon the Notes for principal and interest and to reimburse the Note
Insurer for any amounts paid under the Note Insurance Policy and any other
amounts due to the Note Insurer under the Sale and Servicing Agreement or (C)
the Indenture Trustee determines that the Mortgage Loans will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of the Note Insurer and
the Holders of a majority of the aggregate Note Principal Balance. In
determining such sufficiency or insufficiency with respect to clause (B) and
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of
an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose. Notwithstanding the foregoing, so long as an
Event of Servicer Default has not occurred, any Sale of the Trust Estate shall
be made subject to the continued servicing of the Mortgage Loans by the Servicer
as provided in the Sale and Servicing Agreement.
(b) Notwithstanding the priorities of payment provisions of Section 6.06
of the Sale and Servicing Agreement, if the Indenture Trustee collects any money
or property pursuant to this Article V, it shall pay out the money or property
in the following order:
FIRST: to the Indenture Trustee for amounts due under Section 6.03
of the Sale and Servicing Agreement hereof;
SECOND: to the Noteholders for amounts due and unpaid on the Notes
with respect to interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for
interest (including Class A Interest Remittance Amount) from amounts
available in the Trust Estate for the Noteholders;
THIRD: to Noteholders for amounts due and unpaid on the Notes with
respect to principal (including, but not limited to, any Class A
Principal Remittance Amount), from amounts available in the Trust
Estate for such Noteholders, and to each Noteholder ratably, without
preference or priority of any kind, according
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to the amounts due and payable on the Notes for principal, until the
Note Principal Balance is reduced to zero;
FOURTH: to the payment of the remainder, if any to the Certificate
Paying Agent on behalf of the Issuer or to any other person legally
entitled thereto.
The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.04. With respect to any
acceleration, the first payment date after the acceleration shall be the first
Payment Date after the acceleration. At least 15 days before such record date,
the Indenture Trustee shall mail to each Noteholder and the Note Insurer a
notice that states the record date, the payment date and the amount to be paid.
Section 5.05. Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee shall elect to take and maintain possession of
the Trust Estate. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuer including payments to
the Note Insurer, and the Indenture Trustee shall take such desire into account
when determining whether or not to take and maintain possession of the Trust
Estate. In determining whether to take and maintain possession of the Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.
Section 5.06. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.16 hereof:
(i) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;
(ii) the Holders of not less than 25% of the Note Principal
Balances of the Notes have made a written request to the Indenture Trustee
to institute such Proceeding in respect of such Event of Default in its
own name as Indenture Trustee hereunder;
(iii) such Holder or Holders have offered to the Indenture
Trustee reasonable indemnity against the costs, expenses and liabilities
to be incurred in complying with such request;
(iv) the Indenture Trustee for 60 days after its receipt of
such notice of request and offer of indemnity has failed to institute such
Proceedings;
(v) no direction inconsistent with such written request has
been given to the Indenture Trustee during such 60-day period by the
Holders of a majority of the Note Principal Balances of the Notes; and
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(vi) such Holder or Holders have obtained the written consent
of the Note Insurer, unless a Note Insurer default exists.
It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.
Subject to the last paragraph of Section 4.12 herein, in the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less
than a majority of the Note Principal Balances of the Notes, the Indenture
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.
Section 5.07. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture or the
Sale and Servicing Agreement and to institute suit for the enforcement of any
such payment, and such right shall not be impaired without the consent of such
Holder.
Section 5.08. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee, the Note
Insurer or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee, the Note Insurer and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee, the Note Insurer and the Noteholders shall continue as though
no such Proceeding had been instituted.
Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
Section 5.10. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Note Insurer or any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee, the Note Insurer or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Note Insurer or by the Noteholders, as the case may be.
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Section 5.11. Control by Note Insurer. So long as no default by the Note
Insurer exists, the Note Insurer shall have the right (subject to the provisions
of Section 5.06) to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to the
Notes or exercising any trust or power conferred on the Indenture Trustee;
provided that:
(i) such direction shall not be in conflict with any rule of
law or with this Indenture;
(ii) any direction to the Indenture Trustee to sell or
liquidate the Trust Estate shall be by Holders of Notes representing not
less than 100% of the Note Principal Balances of Notes;
(iii) if the conditions set forth in Section 5.05 hereof have
been satisfied and the Indenture Trustee elects to retain the Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by
Holders of Notes representing less than 100% of the Note Principal
Balances of Notes to sell or liquidate the Trust Estate shall be of no
force and effect; and
(iv) the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such
direction.
In the event that a default by the Note Insurer exists, the Majority Noteholders
of each Class shall have the foregoing rights. Notwithstanding the rights of
Noteholders set forth in this Section, subject to Section 6.01, the Indenture
Trustee need not take any action that it determines might involve it in
liability or might materially adversely affect the rights of any Noteholders not
consenting to such action.
Section 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 hereof,
the Note Insurer, or if a default by the Note Insurer exists, the Holders of
Notes of not less than a majority of the Note Principal Balances of the Notes
may waive any past Event of Default and its consequences except an Event of
Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note or (c) the
waiver of which would materially and adversely affect the interests of the
Indenture Trustee or, the Note Insurer or modify the Note Insurer's obligations
under the Note Insurance Policy. In the case of any such waiver, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereto.
Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.
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Section 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee or the Note Insurer, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Note Principal Balances of the Notes or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture.
Section 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.
Section 5.15. Sale of Trust Estate. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Section 5.05
hereof and this Section 5.15. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate
shall have been sold or all amounts payable on the Notes and under this
Indenture shall have been paid. The Indenture Trustee may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any Sale.
(b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless
(1) the Note Insurer or if a Note Insurer default exists, the
Holders of all Notes, consent to or direct the Indenture Trustee to make, such
Sale, or
(2) the proceeds of such Sale would not be less than the entire
amount which would be payable to the Noteholders under the Notes and the Note
Insurer under the Sale and Servicing Agreement on the Payment Date next
succeeding the date of such Sale; or
(3) the Indenture Trustee determines, that the conditions for
retention of the Trust Estate set forth in Section 5.05 hereof cannot be
satisfied (in making any such determination, the Indenture Trustee may rely upon
an opinion of an Independent investment
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banking firm obtained and delivered as provided in Section 5.05 hereof), and the
Note Insurer or if a Note Insurer default exists, the Holders of Notes
representing at least 66-2/3% of the Note Principal Balances of the Notes
consent to such Sale.
The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).
(c) Unless the Note Insurer or if a Note Insurer default exists, the
Holders representing at least 66-2/3% of the Principal Balances of the Notes
have otherwise consented or directed the Indenture Trustee, at any public Sale
of all or any portion of the Trust Estate at which a minimum bid equal to or
greater than the amount described in paragraph (2) of subsection (b) of this
Section 5.15 has not been established by the Indenture Trustee and no Person
bids an amount equal to or greater than such amount, the Indenture Trustee, as
trustee for the benefit of the Holders of the Notes, shall bid an amount at
least $1.00 more than the highest other bid.
(d) In connection with a Sale of all or any portion of the Trust Estate,
(1) any Holder or Holders of Notes may bid for the property offered
for sale, and upon compliance with the terms of sale may hold, retain and
possess and dispose of such property, without further accountability, and may,
in paying the purchase money therefor, deliver any Notes or claims for interest
thereon in lieu of cash up to the amount which shall, upon distribution of the
net proceeds of such sale, be payable thereon, and such Notes, in case the
amounts so payable thereon shall be less than the amount due thereon, shall be
returned to the Holders thereof after being appropriately stamped to show such
partial payment;
(2) the Indenture Trustee may bid for and acquire the property
offered for Sale in connection with any Sale thereof, and, subject to any
requirements of, and to the extent permitted by, applicable law in connection
therewith, may purchase all or any portion of the Trust Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting the gross Sale price against the sum of (A) the amount which
would be distributable to the Holders of the Notes and Holders of Certificates
and the Note Insurer as a result of such Sale in accordance with Section 5.04(b)
hereof on the Payment Date next succeeding the date of such Sale and (B) the
expenses of the Sale and of any Proceedings in connection therewith which are
reimbursable to it, without being required to produce the Notes in order to
complete any such Sale or in order for the net Sale price to be credited against
such Notes, and any property so acquired by the Indenture Trustee shall be held
and dealt with by it in accordance with the provisions of this Indenture;
(3) the Indenture Trustee shall execute and deliver an appropriate
instrument of conveyance transferring its interest in any portion of the Trust
Estate in connection with a Sale thereof;
(4) the Indenture Trustee is hereby irrevocably appointed the agent
and attorney-in-fact of the Issuer to transfer and convey its interest in any
portion of the Trust Estate in connection with a Sale thereof, and to take all
action necessary to effect such Sale; and
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(5) no purchaser or transferee at such a Sale shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.
Section 5.16. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee, the Note Insurer or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or
by the levy of any execution under such judgment upon any portion of the Trust
Estate or upon any of the assets of the Issuer. Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.04(b)
hereof.
Section 5.17. Performance and Enforcement of Certain Obligations. The
Indenture Trustee, as pledgee of the Mortgage Loans, may, and at the direction
(which direction shall be in writing or by telephone (confirmed in writing
promptly thereafter)) of the Note Insurer or, if a Note Insurer default exists,
the Holders of 66-2/3% of the Note Principal Balances of the Notes, shall
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller or the Servicer, as the case
may be, of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall not be suspended.
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ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.01. Duties of Indenture Trustee.
The Indenture Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture and the Sale and Servicing Agreement. If an Event of Default of which
a Responsible Officer of the Indenture Trustee shall have actual knowledge has
occurred and has not been cured or waived, the Indenture Trustee shall, except
in those cases in which it is required by the terms of this Indenture or the
Sale and Servicing Agreement to follow the direction of the Note Insurer or the
Rating Agencies, exercise such of the rights and powers vested in it by this
Indenture and the Sale and Servicing Agreement, and use the same degree of care
and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.
The Indenture Trustee, upon receipt of all resolutions, notes, statements,
opinions, reports, documents, orders or other instruments furnished to the
Indenture Trustee which are specifically required to be furnished pursuant to
any provision of this Indenture and the Sale and Servicing Agreement, shall
examine them to determine whether they conform to the requirements of this
Indenture and the Sale and Servicing Agreement, provided, however that the
Indenture Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Issuer, the Servicer or the Seller. If any such
instrument is found not to conform to the requirements of this Indenture or the
Sale and Servicing Agreement, the Indenture Trustee shall notify the Note
Insurer and request written instructions as to the action the Note Insurer deems
appropriate to have the instrument corrected, and if the instrument is not so
corrected, the Indenture Trustee will provide notice thereof to the Note Insurer
who shall then direct the Indenture Trustee as to the action, if any, to be
taken.
No provision of this Agreement shall be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing of all such Events of Default which may have
occurred, the duties and obligations of the Indenture Trustee
shall be determined solely by the express provisions of this
Indenture and the Sale and Servicing Agreement, the Indenture
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Indenture and the Sale and Servicing Agreement, no implied
covenants or obligations shall be read into this Indenture and
the Sale and Servicing Agreement against the Indenture Trustee
and, in the absence of bad faith on the part of the Indenture
Trustee, the Indenture Trustee may conclusively rely, as to
the truth of the statements and the correctness of the
opinions expressed therein, upon any resolutions,
certificates,
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statements or opinions, reports, documents, orders or
instruments furnished to the Indenture Trustee and conforming
to the requirements of this Agreement;
(ii) The Indenture Trustee shall not be personally
liable for an error of judgment made in good faith by a
Responsible Officer or other officers of the Indenture
Trustee, unless it shall be proved that the Indenture Trustee
was negligent in ascertaining the pertinent facts;
(iii) The Indenture Trustee shall not be personally
liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this
Indenture and the Sale and Servicing Agreement or at the
direction of the Note Insurer, the Class 1A Majority
Noteholders and the Class 2A Majority Noteholders or any of
them relating to the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee,
or exercising or omitting to exercise any trust or power
conferred upon the Indenture Trustee, under this Indenture and
the Sale and Servicing Agreement;
(iv) The Indenture Trustee shall not be required to take
notice or be deemed to have notice or knowledge of any default
or Event of Default (except a default or Event of Default set
forth under Section 5.01(i) or (ii) of this Indenture) unless
a Responsible Officer of the Indenture Trustee shall have
actual knowledge thereof or have received written notice
thereof. In the absence of receipt of such notice, the
Indenture Trustee may conclusively assume that there is no
default or Event of Default;
(v) The Indenture Trustee shall not be required to
expend or risk its own funds or otherwise incur financial
liability for the performance of any of its duties hereunder
or the exercise of any of its rights or powers if there is
reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is
not reasonably assured to it and none of the provisions
contained in this Indenture and the Sale and Servicing
Agreement shall in any event require the Indenture Trustee to
perform, or be responsible for the manner of performance of,
any of the obligations of the Servicer under the Sale and
Servicing Agreement except during such time, if any, as the
Indenture Trustee shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the
Servicer in accordance with the terms of this Agreement;
(vi) Subject to any express requirement of this
Indenture and the Sale and Servicing Agreement and until such
time as the Indenture Trustee shall be the successor to the
Servicer and without otherwise limiting the generality of this
Section, the Indenture Trustee shall have no duty (A) to see
to any recording, filing, or depositing of this Indenture or
the Sale and Servicing Agreement or any agreement referred to
herein or any financing statement or continuation statement
evidencing a security interest, or to see to the maintenance
of any such recording or filing or depositing or to any
rerecording, refiling or redepositing
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of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other
governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of
the Trust Estate, (D) to confirm or verify the contents of any
reports or certificates of any Servicer delivered to the
Indenture Trustee pursuant to the Sale and Servicing Agreement
believed by the Indenture Trustee to be genuine and to have
been signed or presented by the proper party or parties; and
(vii) The Indenture Trustee shall not be deemed a
fiduciary for the Note Insurer in its capacity as such, except
to the extent the Note Insurer has made an Insured Payment and
is thereby subrogated to the rights of the Noteholders with
respect thereto.
Section 6.02 Certain Matters Affecting the Indenture Trustee.
Except as otherwise provided in Section 6.01:
(i) The Indenture Trustee may rely and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, Opinion of Counsel,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to
be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Indenture Trustee may consult with counsel and
any advice or opinion of counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion of counsel;
(iii) The Indenture Trustee shall be under no obligation
to exercise any of the trusts or powers vested in it by this
Indenture and the Sale and Servicing Agreement or to
institute, conduct or defend by litigation hereunder or in
relation hereto at the request, order or direction of the Note
Insurer or any of the Noteholders, pursuant to the provisions
of this Indenture and the Sale and Servicing Agreement, unless
such Noteholders or the Note Insurer, as applicable, shall
have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; except in those cases in
which the Indenture Trustee is required by the terms of this
Indenture and the Sale and Servicing Agreement to follow the
direction of the Note Insurer, the Class 1A Majority
Noteholders or the Class 2A Majority Noteholders nothing
contained herein shall, however, relieve the Indenture Trustee
of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same
degree of care and skill in its exercise as a prudent person
would exercise or use under the circumstances in the conduct
of such person's own affairs;
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(iv) The Indenture Trustee shall not be personally
liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default under
this Indenture or the Sale and Servicing Agreement and after
the curing of all Events of Default which may have occurred,
the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so
by the Note Insurer, the Class 1A Majority Noteholders or the
Class 2A Majority Noteholders; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of
the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the
Indenture Trustee, not reasonably assured to the Indenture
Trustee by the security afforded to it by the terms of this
Agreement, the Indenture Trustee may require reasonable
indemnity against such cost, expense or liability as a
condition to taking any such action. The reasonable expense of
every such examination shall be paid by the Servicer or, if
paid by the Indenture Trustee, shall be repaid by the Servicer
upon demand from such Servicer's own funds;
(vi) The right of the Indenture Trustee to perform any
discretionary act enumerated in this Indenture and the Sale
and Servicing Agreement shall not be construed as a duty, and
the Indenture Trustee shall not be answerable for other than
its negligence or willful misconduct in the performance of
such act;
(vii) The Indenture Trustee shall not be required to
give any bond or surety in respect of the execution of the
Trust created hereby or the powers granted hereunder; and
(viii) The Indenture Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys.
Section 6.03 Indenture Trustee Not Liable for Notes or Mortgage
Loans.
The recitals contained herein, in the Sale and Servicing Agreement and in
the Notes (other than the certificate of authentication on the Notes) shall be
taken as the statements of the Seller, the Servicer or the Issuer as applicable,
and the Indenture Trustee assumes no responsibility for their correctness. The
Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture, the Sale and Servicing Agreement or of the Notes or of any
Mortgage Loan or related document (including any document comprising a part of
the Mortgage File). The Indenture Trustee shall not be accountable for the use
or application by the Issuer of any of the Notes or of the proceeds of such
Notes, or for the use or application of any funds paid to the Servicer in
respect of the Mortgage Loans or deposited in or withdrawn by any Servicer from
the Principal and Interest
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Accounts. The Indenture Trustee shall not be responsible for the legality or
validity of the Indenture or the Sale and Servicing Agreement or the validity,
priority, perfection or sufficiency of the security for the Notes issued or
intended to be issued hereunder. The Indenture Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Indenture Trustee
shall have become the successor to the Servicer) or to prepare or file any
Securities and Exchange Commission filing for the Issuer or to record this
Indenture or the Sale and Servicing Agreement.
Section 6.04 Indenture Trustee May Own Notes.
The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes with the same rights it would have if it were not
Indenture Trustee, and may otherwise deal with the parties hereto.
Section 6.05 [Reserved].
Section 6.06 Eligibility Requirements for Indenture Trustee.
The Indenture Trustee shall at all times satisfy the requirements of TIA
Section 310(a). The Indenture Trustee hereunder shall at all times be (i) a bank
organized and doing business under the laws of any state or the United States of
America, (ii) authorized under such laws to exercise corporate trust powers,
including taking title to the Trust Estate assets on behalf of the Noteholders,
(iii) having a combined capital and surplus of at least $50,000,000, (iv) whose
long-term deposits shall be rated at least "BBB" by S&P and Baa2 by Moody's
(except as provided herein) or such lower long-term deposit rating by S&P as may
be approved in writing by the Note Insurer and S&P or the Note Insurer and
Moody's, as the case may be (v) is subject to supervision or examination by
federal or state authority and (vi) is reasonably acceptable to the Note Insurer
as evidenced in writing. If such bank publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 6.06, the combined
capital and surplus of such bank shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.06, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in Section 6.07 hereof.
Section 6.07 Resignation and Removal of the Indenture Trustee.
The Indenture Trustee may at any time resign and be discharged from the
trusts hereby and under the Sale and Servicing Agreement created by giving
written notice thereof to the Issuer, the Servicer, the Rating Agencies and the
Note Insurer, not less than 60 days before the date specified in such notice
when such resignation is to take effect. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor indenture trustee
which satisfies the eligibility requirements of Section 6.06 and acceptable to
the Note Insurer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Indenture Trustee and to the successor indenture
trustee. A copy of such instrument shall be delivered to the Noteholders and the
Note Insurer by the Servicer. Unless a successor indenture trustee shall have
been so appointed and have accepted
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appointment within 60 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor indenture trustee.
If at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of Section 6.06 and shall fail to resign after
written request therefor by any Servicer, or the Note Insurer, or if at any time
the Indenture Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Indenture Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Servicer or the Note
Insurer may remove the Indenture Trustee and the Servicer shall, within 30 days
after such removal, appoint, subject to the approval of the Note Insurer, which
approval shall not be unreasonably withheld, a successor indenture trustee which
satisfies the eligibility requirements of Section 6.06 by written instrument, in
duplicate, which instrument shall be delivered to the Indenture Trustee so
removed and to the successor indenture trustee. A copy of such instrument shall
be delivered to the Noteholders, each Rating Agency and the Note Insurer by the
successor indenture trustee.
If the Indenture Trustee fails to perform in accordance with the terms of
this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority
Noteholders (with the consent of the Note Insurer) or the Note Insurer may
remove the Indenture Trustee and appoint a successor indenture trustee
acceptable to the Note Insurer by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Servicer, one
complete set to the Indenture Trustee so removed and one complete set to the
successor Indenture Trustee so appointed. A copy of such instrument shall be
delivered to the Note Insurer by the Servicer.
The Seller may, in its discretion, remove the Indenture Trustee with the
consent of the Note Insurer, which consent shall not be unreasonably withheld,
without cause. The Servicer shall, within 30 days after such removal, appoint,
subject to the approval of the Note Insurer, which approval shall not be
unreasonably withheld, a successor indenture trustee which satisfies the
eligibility requirements of Section 6.06 by written instrument, in duplicate,
which instrument shall be delivered to the Indenture Trustee so removed and to
the successor indenture trustee. A copy of such instrument shall be delivered to
the Noteholders, each Rating Agency and the Note Insurer by the successor
indenture trustee.
Any resignation or removal of the Indenture Trustee and appointment of a
successor indenture trustee pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor indenture
trustee which satisfies the eligibility requirements of Section 6.06 as provided
in Section 6.08.
Section 6.08 Successor Indenture Trustee.
Any successor indenture trustee appointed as provided in Section 6.07
shall execute, acknowledge and deliver to the Servicer and to its predecessor
indenture trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor indenture trustee shall
become effective and such successor indenture trustee, without any further
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act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as indenture trustee herein. The predecessor indenture trustee
shall, to the extent necessary, deliver to the successor indenture trustee, or
Custodian, if any, all Mortgage Files and related documents and statements held
by it hereunder, and the Servicer and the predecessor indenture trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
indenture trustee all such rights, powers, duties and obligations.
No successor indenture trustee shall accept appointment as provided in
this Section 6.08 unless at the time of such acceptance such successor indenture
trustee shall be eligible under the provisions of Section 6.06 and its
appointment shall not adversely affect the then current rating of the Notes.
Upon acceptance of appointment by a successor indenture trustee as
provided in this Section 6.08, the Servicer shall mail notice of the succession
of such indenture trustee hereunder to all Holders of Notes at their addresses
as shown in the Note Register. If the Servicer fails to mail such notice within
10 days after acceptance of appointment by the successor indenture trustee, the
successor indenture trustee shall cause such notice to be mailed at the expense
of the Servicer.
Section 6.09 Merger or Consolidation of Indenture Trustee.
Any Person into which the Indenture Trustee may be merged or converted or
with which it may be consolidated or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Indenture
Trustee shall be a party, or any corporation or bank succeeding to all or
substantially all of the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee hereunder, provided such
corporation or bank shall be eligible under the provisions of Section 6.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Written notice of any such merger or consolidation shall be given to the Note
Insurer.
Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Servicer and the Indenture Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Indenture Trustee to act as co-indenture trustee or co-indenture trustees,
jointly with the Indenture Trustee, or separate indenture trustee or separate
indenture trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as the Servicer and the Indenture Trustee
may consider necessary or desirable. Any such co-indenture trustee or separate
indenture trustee shall be approved by the Note Insurer. If the Servicer shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be
continuing, the Indenture Trustee alone shall have the power to make such
appointment. No co-indenture trustee or separate indenture
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trustee hereunder shall be required to meet the terms of eligibility as a
successor indenture trustee under Section 6.06 and no notice to Holders of Notes
of the appointment of co-indenture trustee(s) or separate indenture trustee(s)
shall be required under Section 6.08.
In the case of any appointment of a co-indenture trustee or separate
indenture trustee pursuant to this Section 6.10, all rights, powers, duties and
obligations conferred or imposed upon the Indenture Trustee shall be conferred
or imposed upon and exercised or performed by the Indenture Trustee and such
separate indenture trustee or co-indenture trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Indenture Trustee hereunder or as successor to the
Servicer hereunder), the Indenture Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate indenture trustee or co-indenture trustee at the direction of the
Indenture Trustee.
Any notice, request or other writing given to the Indenture Trustee shall
be deemed to have been given to each of the then separate indenture trustees and
co-indenture trustees, as effectively as if given to each of them. Every
instrument appointing any separate indenture trustee or co-indenture trustee
shall refer to this Agreement and the conditions of this Article XII. Each
separate indenture trustee and co-indenture trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee, and a copy thereof shall be forwarded by the Indenture Trustee to the
Note Insurer.
Any separate indenture trustee or co-indenture trustee may, at any time,
constitute the Indenture Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. The Indenture
Trustee shall not be responsible for any action or inaction of any such separate
indenture trustee or co-indenture trustee. If any separate indenture trustee or
co-indenture trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor indenture trustee.
Section 6.11 Tax Returns.
The Indenture Trustee, upon request, will promptly furnish the Issuer with
all such information the Indenture Trustee possesses as may reasonably be
required in connection with the Issuer's preparation of all tax returns (in the
event the Issuer is not treated as a "disregarded entity" for federal income tax
purposes) or for the purpose of the Issuer's responding to reasonable requests
for information made by Noteholders.
Section 6.12 Appointment of Custodians.
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The Indenture Trustee may, with the consent of the Servicer and the Note
Insurer, appoint one or more Custodians to hold all or a portion of the
Trustee's Mortgage Files as agent for the Indenture Trustee, by entering into a
Custodial Agreement substantially in the form attached as Exhibit B hereto.
Subject to this Article VI, the Indenture Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Noteholders and the Note
Insurer. Each Custodian shall be a depository institution subject to supervision
by federal or state authority and shall be qualified to do business in the
jurisdiction in which it holds any Indenture Trustee's Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 14.02 of the Sale
and Servicing Agreement.
Section 6.13 Indenture Trustee May Enforce Claims Without Possession of
Notes.
All rights of action and claims under this Indenture, the Sale and
Servicing Agreement or the Notes may be prosecuted and enforced by the Indenture
Trustee without the possession of any of the Notes or the production thereof in
any proceeding relating thereto, any such proceeding instituted by the Indenture
Trustee shall be brought in its own name or in its capacity as Indenture
Trustee. Any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, be for the ratable benefit of the Noteholders
in respect of which such judgment has been recovered.
Section 6.14 Suits for Enforcement.
In case an Event of Servicer Default under the Sale and Servicing
Agreement or other default by the Servicer thereunder shall occur and be
continuing, the Indenture Trustee, in its discretion, but subject to Section
10.01 of the Sale and Servicing Agreement, may proceed to protect and enforce
its rights and the rights of the Noteholders under this Indenture and the Sale
and Servicing Agreement by a suit, action or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Indenture and the Sale and Servicing Agreement or in aid of
the execution of any power granted in this Indenture and the Sale and Servicing
Agreement or for the enforcement of any other legal, equitable or other remedy,
as the Indenture Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Indenture Trustee or the
Noteholders.
Section 6.15 Indenture Trustee's Fees and Expenses. The Indenture Trustee
shall be paid such fees and expenses as described in Section 12.01 of the Sale
and Servicing Agreement which shall be payable as described in Section 12.01 of
the Sale and Servicing Agreement. Except as set forth in Section 12.01 of the
Sale and Servicing Agreement, the Indenture Trustee shall have no claim against
the Issuer or the Trust Estate for any unpaid fees or expenses. In the event of
a default in the payment of such fees and expenses by the Seller or the
Servicer, the Indenture Trustee hereby agrees that it will continue to act as
Indenture Trustee hereunder and perform its duties hereunder and the duties of
the Indenture Trustee under the Basic Documents.
Section 6.16 [Reserved].
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Section 6.17 Representations and Warranties. The Indenture Trustee hereby
represents that:
(i) The Indenture Trustee is duly organized and validly existing
as a national banking association in good standing under the
laws of the United States;
(ii) The Indenture Trustee has the power and authority to execute
and deliver this Indenture and to carry out its terms; and the
execution, delivery and performance of this Indenture have
been duly authorized by all necessary corporate action;
(iii) The consummation of the transactions contemplated by this
Indenture and the Sale and Servicing Agreement and the
fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default
of the Indenture Trustee under, its articles of organization
or bylaws or any agreement or other instrument to which the
Indenture Trustee is a party or by which it is bound; and
(iv) To the Indenture Trustee's best knowledge, there are no
proceedings or investigations concerning the Indenture
Trustee, pending or threatened before any court, regulatory
body, administrative agency or other governmental
instrumentality having jurisdiction over or its properties:
(A) asserting the invalidity of this Indenture, (B) seeking to
prevent the consummation of any of the transactions
contemplated by this Indenture, or (C) seeking any
determination or ruling that might performance by of its
obligations under, or the validity or enforceability of, this
Indenture.
Section 6.18 Directions to Indenture Trustee. The Indenture Trustee is
hereby directed by the Issuer:
(a) to accept the pledge of the Mortgage Loans and hold the assets
of the Trust Estate in trust for the Noteholders and the Note
Insurer;
(b) to authenticate and deliver the Notes substantially in the
form prescribed by Exhibits A-1 and A-2 in accordance with the
terms of this Indenture; and
(c) to take all other actions as shall be required to be taken by
the terms of this Indenture.
Section 6.19 The Agents. The provisions of this Indenture relating to the
limitations of the Indenture Trustee's liability and to its indemnity shall
inure also to the Paying Agent and Note Registrar.
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ARTICLE VII
NOTEHOLDERS' LISTS AND REPORTS
Section 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Note Registrar will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after each Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes as of such Record Date, (b) at such other
times as the Indenture Trustee and the Note Insurer may request in writing,
within 30 days after receipt by the Note Registrar of any such request, a list
of similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee
is the Note Registrar, no such list shall be required to be furnished to the
Indenture Trustee.
Section 7.02. Preservation of Information; Communications to Noteholders.
(a) The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01
hereof and the names and addresses of Holders of the Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.01 upon receipt
of a new list so furnished.
(b) Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.
(c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIA ss. 312(c).
Section 7.03. Reports of Issuer. (a)(i) The Indenture Trustee shall file
with the Commission and the Note Insurer on behalf of the Issuer, with a copy to
the Issuer within 15 days before the Issuer is required to file the same with
the Commission, the annual reports and the information, documents and other
reports (or such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Issuer may be required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
(ii) The Indenture Trustee shall file with the Commission and
the Note Insurer, on behalf of the Issuer, in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and
(iii) The Indenture Trustee shall supply (and the Indenture
Trustee shall transmit by mail to the Note Insurer and all Noteholders
described in TIA ss. 313(c)) such summaries of any information, documents
and reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.03(a) and by rules and regulations prescribed from
time to time by the Commission.
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(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.
Section 7.04. Reports by Indenture Trustee. If required by TIA ss. 313(a),
within 60 days after each January 29 beginning with January 29, 2001, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).
A copy of each report at the time of its mailing to Noteholders shall be
filed by the Indenture Trustee with the Commission and each stock exchange, if
any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee and the Note Insurer if and when the Notes are listed on any stock
exchange.
Section 7.05. Statements to Noteholders. With respect to each Payment
Date, the Indenture Trustee shall deliver to each Noteholder, Certificateholder,
the Note Insurer, the Seller, the Owner Trustee, the Certificate Paying Agent
and each Rating Agency, copies of each Servicer's Certificate received pursuant
to Section 6.08 of the Sale and Servicing Agreement.
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ARTICLE VIII
ACCOUNTS, DISTRIBUTIONS, DISBURSEMENTS AND RELEASES
Section 8.01. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.
Section 8.02. [Reserved].
Section 8.03. Officer's Certificate. The Indenture Trustee shall receive
at least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.05(a) hereof, accompanied by copies of any instruments to
be executed, and the Indenture Trustee shall also require, as a condition to
such action, an Officer's Certificate, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with.
Section 8.04. Termination Upon Distribution to Noteholders. This Indenture
and the respective obligations and responsibilities of the Issuer and the
Indenture Trustee created hereby shall terminate upon the distribution to
Noteholders, the Note Insurer, the Certificate Paying Agent on behalf of the
Certificateholders and the Indenture Trustee of all amounts required to be
distributed pursuant to Article III and the Sale and Servicing Agreement;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
Section 8.05. Release of Trust Estate. (a) Subject to the payment of its
fees and expenses, the Indenture Trustee may, and when required by the
provisions of this Indenture or the Sale and Servicing Agreement shall, execute
instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in
Article VIII hereunder shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent, or see to
the application of any monies.
(b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding, (ii) all sums due to the Note Insurer have been paid and (iii) all
sums due to the Indenture Trustee
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pursuant to this Indenture have been paid, release any remaining portion of the
Trust Estate that secured the Notes from the lien of this Indenture.
(c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to Section 8.05(a) only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied and, if required by the
TIA, Independent Certificates in accordance with TIA Section 314(c) and 314(d)
meeting the applicable requirements as described herein.
Section 8.06. Surrender of Notes Upon Final Payment. By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Indenture Trustee
promptly, prior to such Noteholder's receipt of the final payment thereon.
Section 8.07. No Redemption of the Notes. The Issuer shall not have the
right to redeem the Notes. However, the Servicer or the Issuer, as
majorityholder of the Certificates, shall have the option to purchase the
Mortgage Loans and any properties acquired in respect thereof pursuant to the
terms of Section 11.01 of the Sale and Servicing Agreement, thereby effecting a
redemption in full of the Notes.
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ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with prior consent of the
Note Insurer and prior notice to the Rating Agencies, the Issuer and the
Indenture Trustee, when authorized by an Issuer Request, at any time and from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:
(i) to correct or amplify the description of any property at
any time subject to the lien of this Indenture, or better to assure,
convey and confirm unto the Indenture Trustee any property subject or
required to be subjected to the lien of this Indenture, or to subject to
the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the
applicable provisions hereof, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and
in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit
of the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any
property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture that may be inconsistent
with any other provision herein or in any supplemental indenture;
(vi) to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental indenture;
provided, that such action shall not materially and adversely affect the
interests of the Holders of the Notes;
(vii) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and
to add to or change any of the provisions of this Indenture as shall be
necessary to facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Article VI hereof; or
(viii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the TIA or under any similar federal statute
hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA;
provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel that
entering into such indenture supplement will
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not result in a "substantial modification" of the Notes under Treasury
Regulation Section 1.1001.3 or adversely affect the status of the Notes as
indebtedness for federal income tax purposes.
The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.
(b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Note Insurer the Rating Agencies and the consent of the
Note Insurer, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, (i) adversely
affect in any material respect the interests of any Noteholder or (ii) if 100%
of the Certificates are not owned by the Seller, cause the Issuer to be subject
to an entity level tax for federal income tax purposes.
Section 9.02. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the Note
Insurer and the Holders of not less than a majority of the Note Principal
Balances of the Notes affected thereby, by Act (as defined in Section 10.03
hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Note
affected thereby:
(i) change the date of payment of any installment of
principal of or interest on any Note, or reduce the principal amount
thereof or the interest rate thereon, change the provisions of this
Indenture relating to the application of collections on, or the proceeds
of the sale of, the Trust Estate to payment of principal of or interest on
the Notes, or change any place of payment where, or the coin or currency
in which, any Note or the interest thereon is payable, or impair the right
to institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after
the respective due dates thereof;
(ii) reduce the percentage of the Note Principal
Balances of the Notes, the consent of the Holders of which is required for
any such supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;
(iii) modify or alter the provisions of the proviso to
the definition of the term "Outstanding" or modify or alter the exception
in the definition of the term "Holder";
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(iv) reduce the percentage of the Note Principal
Balances of the Notes required to direct the Indenture Trustee to direct
the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04
hereof;
(v) modify any provision of this Section 9.02 except to
increase any percentage specified herein or to provide that certain
additional provisions of this Indenture or the Basic Documents cannot be
modified or waived without the consent of the Holder of each Note affected
thereby;
(vi) modify any of the provisions of this Indenture in
such manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Payment Date (including the
calculation of any of the individual components of such calculation); or
(vii) permit the creation of any lien ranking prior to
or on a parity with the lien of this Indenture with respect to any part of
the Trust Estate or, except as otherwise permitted or contemplated herein,
terminate the lien of this Indenture on any property at any time subject
hereto or deprive the Holder of any Note of the security provided by the
lien of this Indenture; and provided, further, that such action shall not,
as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the
Certificates are not owned by the Seller) to be subject to an entity level
tax.
The Indenture Trustee may, in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Holders of all Notes, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith.
It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.
Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.
Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise.
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Section 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
Section 9.05. Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.
Section 9.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.
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ARTICLE X
MISCELLANEOUS
Section 10.01. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee and the Note Insurer (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.
Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:
(1) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition and
the definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is necessary
to enable such signatory to express an informed opinion as to whether or
not such covenant or condition has been complied with;
(4) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with; and
(5) if the signatory of such certificate or opinion is
required to be Independent, the statement required by the definition of
the term "Independent".
(b)(i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 10.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee and the Note
Insurer an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such
deposit) to the Issuer of the Collateral or other property or securities to be
so deposited and a report from a nationally recognized accounting firm verifying
such value.
(ii) Whenever the Issuer is required to furnish to the
Indenture Trustee and the Note Insurer an Officer's Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause
(i) above, the Issuer shall also deliver to the Indenture Trustee
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and the Note Insurer a certificate from a nationally recognized accounting firm
as to the same matters, if the fair value to the Issuer of the securities to be
so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year of
the Issuer, as set forth in the certificates delivered pursuant to clause (i)
above and this clause (ii), is 10% or more of the Note Principal Balances of the
Notes, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuer as set forth in
the related Officer's Certificate is less than $25,000 or less than one percent
of the Note Principal Balances of the Notes.
(iii) Except in the event of servicing releases, whenever any
property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee and the Note Insurer an
Officer's Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.
(iv) Whenever the Issuer is required to furnish to the
Indenture Trustee and the Note Insurer an Officer's Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause
(iii) above, the Issuer shall also furnish to the Indenture Trustee and the Note
Insurer an Independent Certificate as to the same matters if the fair value of
the property or securities and of all other property, other than property as
contemplated by clause (v) below or securities released from the lien of this
Indenture since the commencement of the then-current calendar year, as set
forth in the certificates required by clause (iii) above and this clause (iv),
equals 10% or more of the Note Principal Balances of the Notes, but such
certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the then Note
Principal Balances of the Notes.
Section 10.02. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Seller or the
Issuer, stating that the information with respect to such factual matters is in
the possession of the Seller or the Issuer, unless such counsel knows, or in the
exercise
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of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.
Section 10.03. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01 hereof) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 10.03
hereof.
(b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.
(c) The ownership of Notes shall be proved by the Note Registrar.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.
Section 10.04. Notices, etc., to Indenture Trustee, Note Insurer, Issuer
and Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of
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Noteholders or other documents provided or permitted by this Indenture shall be
in writing and if such request, demand, authorization, direction, notice,
consent, waiver or act of Noteholders is to be made upon, given or furnished to
or filed with:
(i) the Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Indenture Trustee at the Corporate
Trust Office. The Indenture Trustee shall promptly transmit any notice
received by it from the Noteholders to the Issuer, or
(ii) the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to: Corporate Trust
Administration, AFC Trust Series 2000-1, in care of OWNER TRUSTEE,
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890, Attention: AFC Trust Series 2000-1, or at any other
address previously furnished in writing to the Indenture Trustee by the
Issuer. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.
Notices required to be given to the Rating Agencies or the Note Insurer by
the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed first-class postage pre-paid, to (i) in the case
of Standard & Poor's, at the following address: 55 Water Street, New York, N.Y.
10041, (ii) in the case of Moody's, at the following address: 99 Church Street,
New York, N.Y. 10007; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties, (iii) in the case of
the Note Insurer, at the following address: Financial Guaranty Insurance
Company, 115 Broadway, New York, New York 10006, Attention: Research and Risk
Management - AFC Trust Series 2000-1 and (iv) in the case of Fitch, One State
Street Plaza, New York, New York 10004.
Section 10.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Person's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.
In case, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when
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such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.
Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.
Section 10.06. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.
The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.
Section 10.07. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
Section 10.08. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.
Section 10.09. Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 10.10. Benefits of Indenture. The Note Insurer and its successors
and assigns shall be a third-party beneficiary to the provisions of this
Indenture. To the extent that this Indenture confers upon or gives or grants to
the Note Insurer any right, remedy or claim under or by reason of this
Indenture, the Note Insurer may enforce any such right, remedy or claim
conferred, given or granted hereunder. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders and the Note Insurer,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.
Section 10.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.
Section 10.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
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AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 10.13. Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
Section 10.14. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense, upon the written request of the
Indenture Trustee and accompanied by an Opinion of Counsel (which may be counsel
to the Indenture Trustee or any other counsel reasonably acceptable to the
Indenture Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.
Section 10.15. Issuer Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.
Section 10.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor, the Seller or
the Issuer, or join in any institution against the Depositor, the Seller or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Notes, this Indenture or any of the Basic Documents. This Section 10.16 will
survive for one year following the termination of this Indenture.
Section 10.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee and the Note
Insurer, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
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public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee and the Note Insurer shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.
Section 10.18. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee (in such capacity, the "Owner Trustee") under the Trust Agreement, in
the exercise of the powers and authority conferred and vested in it under the
Trust Agreement, (b) each of the representations, undertakings and agreements
herein made on the part of the Owner Trustee is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Owner
Trustee and (c) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Owner
Trustee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Owner Trustee
under this Agreement or the other related documents.
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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
AFC TRUST SERIES 2000-1,
as Issuer
By: Wilmington Trust Company,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Kathleen A. Pedelini
--------------------------------------
Name: Kathleen A. Pedelini
Title: Administrative Account Manager
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee, as Paying Agent and
as Note Registrar
By: /s/ Cynthia Reis
--------------------------------------
Name: Cynthia Reis
Title: First Vice President
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STATE OF DELAWARE )
) ss.:
COUNTY OF NEW CASTLE )
On this 22nd day of March, before me personally appeared Kathleen A.
Pedelini to me known, who being by me duly sworn, did depose and say, that she
is the Administrative Account Manager of the Owner Trustee, one of the
corporations described in and which executed the above instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that she signed her name thereto by like order.
Notary Public
/s/ Anita E. Dallago
---------------------------------------
NOTARY PUBLIC
My Commission expires August 3, 2001
-----------------
[NOTARIAL SEAL]
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On this 28th day of March, before me personally appeared Cynthia Reis to
me known, who being by me duly sworn, did depose and say, that she is the First
Vice President of LaSalle Bank National Association, as Indenture Trustee, one
of the corporations described in and which executed the above instrument; that
she knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name thereto by like
order.
Notary Public
/s/ Michael C. Dombai
------------------------------------------
My Commission expires December 1, 2001
--------------------
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A-1
FORM OF CLASS 1A NOTES
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.
PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.
BY ACQUIRING A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT EITHER (1)
IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986 ("CODE"); OR (2) THE ACQUISITION AND HOLDING
OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1
CLASS 1A
AGGREGATE NOTE PRINCIPAL
BALANCE:$
INITIAL NOTE PRINCIPAL
BALANCE OF THIS NOTE: NOTE NO.
$
PERCENTAGE INTEREST: ____% CUSIP NO.
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AFC Trust Series 2000-1 (the "Issuer"), a Delaware business trust, for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of __________________________________________________
($_________________) in monthly installments on the twenty-fifth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each a "Payment Date"), commencing in April 2000 and ending on or before March
__, 2030 and to pay interest on the Note Principal Balance of this Class A Note
(this "Note") outstanding from time to time as provided below.
This Note is one of a duly authorized issue of the Issuer's AFC Mortgage
Loan Asset Backed Notes, Series 2000-1 (the "Notes"), issued under an Indenture
dated as of March 1, 2000 (the "Indenture"), between the Issuer and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. On each
Payment Date, Noteholders will be entitled to receive interest payments in an
aggregate amount equal to the Class 1A Interest Remittance Amount for such
Payment Date, together with principal payments in an aggregate amount equal to
the Class 1A Principal Remittance Amount, if any, for such Payment Date.
The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Notes as
described above, and shall be applied as between interest and principal as
provided in the Indenture.
Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the
financial guaranty insurance policy (the "Note Insurance Policy") issued
thereby, has unconditionally and irrevocably guaranteed the payment of the
Insured Payment with respect to each Payment Date. The Note Insurance Policy
will not cover any Available Funds Cap Carry-Forward Amount.
All principal and interest accrued on the Notes, if not previously paid,
will become finally due and payable at the Final Scheduled Payment Date.
The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on which the aggregate Principal Balance of the
Mortgage Loans is less than or equal to 5% of (i) the aggregate Principal
Balance of the Group 1 Mortgage Loans as of the Cut-off Date and (ii) the amount
on deposit in the Group 1 Pre-Funding Account on the Closing Date.
The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and
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each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Seller, the Owner Trustee, the Indenture Trustee, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Notes pursuant
to the Indenture and the rights conveyed to the Issuer under the Indenture.
Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note (holding an aggregate
initial Note Principal Balance of at least $5,000,000) delivered to the
Indenture Trustee at least five Business Days prior to the Record Date, any
payment of principal or interest, other than the final installment of principal
or interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note (or
one or more Predecessor Notes) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.
Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.
If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of this Note,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.
By acquiring a Note, the purchaser will be deemed to represent that either
(1) it is not acquiring the Note with the assets of an employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"); or (2) the acquisition
and holding of the note will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.
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As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Principal
Balance, will be issued to the designated transferee or transferees.
Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Note Insurer or the Holders of a
majority of all Notes at the time outstanding. The Indenture also contains
provisions permitting the Note Insurer or the Holders of Notes representing
specified percentages of the aggregate Note Principal Balance of the Notes on
behalf of the Holders of all the Notes (with the consent of the Note Insurer),
to waive any past Default under the Indenture and its consequences. Any such
waiver by the Note Insurer or the Holder, at the time of the giving thereof, of
this Note (or any one or more Predecessor Notes) shall bind the Holder of every
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder but with the consent of
the Note Insurer.
Initially, the Notes will be registered in the name of CEDE & Co. as
nominee of DTC, acting in its capacity as the Depository for the Notes. The
Notes will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Notes
are exchangeable for a like aggregate initial Note Principal Balance of Notes of
different authorized denominations, as requested by the Holder surrendering
same.
Unless the Certificate of Authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.
AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by OWNER TRUSTEE, not in its individual capacity but solely as Owner
Trustee.
Dated: March __, 2000
AFC TRUST SERIES 2000-1
BY: Wilmington Trust Company, not in its
individual capacity but solely in its
capacity as Owner Trustee
By:_________________________________________
Authorized Signatory
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class 1A Notes referred to in the within-mentioned Indenture.
LaSalle Bank National Association,
as Indenture Trustee
By:______________________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -- ________________ Custodian ___________________________
(Cust) (Minor)
under Uniform Gifts to Minor Act _____________________
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
______________________________________________________________
______________________________________________________________
______________________________________________________________
Please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________ attorney to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: ________________________ ____________________________________
Signature Guaranteed by ________________________________________________________
NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.
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EXHIBIT A-2
FORM OF CLASS 2A NOTES
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.
PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.
BY ACQUIRING A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT EITHER (1)
IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986 ("CODE"); OR (2) THE ACQUISITION AND HOLDING
OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1
CLASS 2A
AGGREGATE NOTE PRINCIPAL
BALANCE:$
INITIAL NOTE PRINCIPAL
BALANCE OF THIS NOTE: NOTE NO.
$
PERCENTAGE INTEREST: ____% CUSIP NO.
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AFC Trust Series 2000-1 (the "Issuer"), a Delaware business trust, for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of __________________________________________________
($_________________) in monthly installments on the twenty-fifth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each a "Payment Date"), commencing in April 2000 and ending on or before March
__, 2030 and to pay interest on the Note Principal Balance of this Class A Note
(this "Note") outstanding from time to time as provided below.
This Note is one of a duly authorized issue of the Issuer's AFC Mortgage
Loan Asset Backed Notes, Series 2000-1 (the "Notes"), issued under an Indenture
dated as of March 1, 2000 (the "Indenture"), between the Issuer and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. On each
Payment Date, Noteholders will be entitled to receive interest payments in an
aggregate amount equal to the Class 2A Interest Remittance Amount for such
Payment Date, together with principal payments in an aggregate amount equal to
the Class 2A Principal Remittance Amount, if any, for such Payment Date.
The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Notes as
described above, and shall be applied as between interest and principal as
provided in the Indenture.
Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the
financial guaranty insurance policy (the "Note Insurance Policy") issued
thereby, has unconditionally and irrevocably guaranteed the payment of the
Insured Payment with respect to each Payment Date. The Note Insurance Policy
will not cover any Available Funds Cap Carry-Forward Amount.
All principal and interest accrued on the Notes, if not previously paid,
will become finally due and payable at the Final Scheduled Payment Date.
The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on which the aggregate Principal Balance of the
Mortgage Loans is less than or equal to 5% of (i) the aggregate Principal
Balance of the Group 2 Mortgage Loans as of the Cut-off Date and (ii) the
aggregate amounts on deposit in the Group 2 Pre-Funding Account on the Closing
Date.
The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and
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each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Seller, the Owner Trustee, the Indenture Trustee, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Notes pursuant
to the Indenture and the rights conveyed to the Issuer under the Indenture.
Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note (holding an aggregate
initial Note Principal Balance of at least $5,000,000) delivered to the
Indenture Trustee at least five Business Days prior to the Record Date, any
payment of principal or interest, other than the final installment of principal
or interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note (or
one or more Predecessor Notes) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.
Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.
If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of the Notes,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.
By acquiring a Note, the purchaser will be deemed to represent that either
(1) it is not acquiring the Note with the assets of an employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"); or (2) the acquisition
and holding of the note will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.
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<PAGE>
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Principal
Balance, will be issued to the designated transferee or transferees.
Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Note Insurer or the Holders of a
majority of all Notes at the time outstanding. The Indenture also contains
provisions permitting the Note Insurer or the Holders of Notes representing
specified percentages of the aggregate Note Principal Balance of the Notes on
behalf of the Holders of all the Notes (with the consent of the Note Insurer),
to waive any past Default under the Indenture and its consequences. Any such
waiver by the Note Insurer or the Holder, at the time of the giving thereof, of
this Note (or any one or more Predecessor Notes) shall bind the Holder of every
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder but with the consent of
the Note Insurer.
Initially, the Notes will be registered in the name of CEDE & Co. as
nominee of DTC, acting in its capacity as the Depository for the Notes. The
Notes will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Notes
are exchangeable for a like aggregate initial Note Principal Balance of Notes of
different authorized denominations, as requested by the Holder surrendering
same.
Unless the Certificate of Authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.
AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
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<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by OWNER TRUSTEE, not in its individual capacity but solely as Owner
Trustee.
Dated: March __, 2000
AFC TRUST SERIES 2000-1
BY: Wilmington Trust Company, not in its
individual capacity but solely in its
capacity as Owner Trustee
By:____________________________________________
Authorized Signatory
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class 2A Notes referred to in the within-mentioned Indenture.
LaSalle Bank National Association,
as Indenture Trustee
By:______________________________________
Authorized Signatory
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- ______________ Custodian _______________________________
(Cust) (Minor)
under Uniform Gifts to Minor Act _______________________
(State)
Additional abbreviations may also be used though not in the above list.
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
______________________________________________________________
______________________________________________________________
______________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________________ attorney to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated: ________________________ _____________________________________
Signature Guaranteed by ___________________________________________________
NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.
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<PAGE>
EXHIBIT B
CUSTODIAL AGREEMENT
Dated ______, 2000
______________________________, a ____________________, as Indenture
Trustee (the "Indenture Trustee") and ___________________, a _________________
("_________________"), agree as follows:
WHEREAS, concurrently herewith, the Indenture Trustee, AFC Trust
Series 2000-1 (the "Issuer"), Superior Bank FSB (the "Seller") and Superior Bank
FSB (the "Servicer) are entering into a Sale and Servicing Agreement, dated as
of March 1, 2000, relating to AFC Mortgage Loan Asset Backed Notes, Series
2000-1 (the "Sale Agreement", the terms defined therein being used herein with
the same meaning) pursuant to which the Seller shall transfer, assign, set-over
and otherwise convey to the Issuer, without recourse, all of the Seller's right,
title and interest in and to the mortgage loans consisting of Group 1 and Group
2 identified in Exhibits H-1 and H-2 to the Sale Agreement (the "Mortgage
Loans"), other than as to the Depositor's Yield;
WHEREAS, pursuant to the Indenture, dated as of March 1, 2000
between the Issuer and the Indenture Trustee, the Issuer shall pledge and assign
the Mortgage Loans for the benefit of the Noteholder; and
WHEREAS, in connection with such transfer, pledge and assignment and
pursuant to the Indenture, the Indenture Trustee shall hold, directly or
pursuant to a custodial agreement, the Trustee's Mortgage Files;
WITNESSETH THAT, in consideration of the premises and of the mutual
agreements herein contained, _________________ and the Indenture Trustee agree
as follows:
1. Appointment as Custodian; Acknowledgment of Receipt; Fees.
Subject to the terms and conditions herein, the Indenture Trustee hereby
appoints ________________, and ______________ hereby accepts such appointment,
as its Custodian to maintain custody of the Trustee's Mortgage Files.
__________________ hereby acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents relating to the Mortgage Loans
referred to in Section 2.04, except for the items referred to in Section
2.04(f), of the Sale Agreement. The Servicer shall be liable for all of
_______________________ fees under this Agreement.
2. Maintenance of Office. __________________ agrees to maintain each
Trustee's Mortgage File identified in Section 2.04 of the Sale Agreement, which
is incorporated herein by reference, at the office of __________________________
located at __________________________________________________________ or at such
other office of _________________ in ____________________ as ________________
shall designate from time to time after giving the Trustee 30 days' prior
written notice.
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3. Duties of Custodian. As Custodian, _____________ shall have and
perform the following powers and duties:
(a) Safekeeping. To segregate the Trustee's Mortgage Files
from all other mortgages and mortgage notes and similar records in
its possession, to identify the Trustee's Mortgage Files as being
held and to hold the Trustee's Mortgage Files for and on behalf of
the Indenture Trustee for the benefit of all present and future
Noteholders, to maintain accurate records pertaining to each
Trustee's Mortgage Files as will enable the Indenture Trustee to
comply with the terms and conditions of the Sale Agreement, to
maintain at all times a current inventory thereof and to conduct
periodic physical inspections of the Trustee's Mortgage Files held
by it under this Agreement in such a manner as shall enable the
Indenture Trustee and _________________ to verify the accuracy of
such record-keeping, inventory and physical possession.
_________________ will promptly report to the Indenture Trustee any
failure on its part to hold the Trustee's Mortgage Files as herein
provided and promptly take appropriate action to remedy any such
failure.
(b) Release of Documents. To release any Mortgage Note
and Mortgage in the Trustee's Mortgage Files as provided in
the Sale Agreement.
(c) Administration; Reports. In general, to attend to
all non-discretionary details in connection with maintaining
custody of the Trustee's Mortgage Files on behalf of the
Indenture Trustee. In addition, ________________ shall assist
the Indenture Trustee generally in the preparation of reports
to Securityholders or to regulatory bodies to the extent
necessitated by ________________ custody of the Trustee's
Mortgage Files.
4. Access to Records. __________________ shall permit the Indenture
Trustee or its duly authorized depositors, attorneys or auditors and those
persons permitted access pursuant to Section 5.13 of the Sale Agreement to
inspect the Trustee's Mortgage Files and the books and records maintained by
__________________ pursuant hereto at such times as they may reasonably request,
subject only to compliance with the terms of the Sale Agreement.
5. Instructions; Authority to Act. ______________ shall be deemed to
have received proper instructions with respect to the Trustee's Mortgage Files
upon its receipt of written instructions signed by a Responsible Officer of the
Indenture Trustee. A certified copy of a resolution of the Board of Directors of
the Indenture Trustee may be accepted by _______________ as conclusive evidence
of the authority of any such officer to act and may be considered as in full
force and effect until receipt of written notice to the contrary by
______________ from the Indenture Trustee. Such instructions may be general or
specific in terms.
6. Indemnification by . _________________ agrees to indemnify the
Indenture Trustee for any and all liabilities, obligations, losses, damages,
payments, costs or expenses, including attorneys fees, of any kind whatsoever
which may be imposed on, incurred by or asserted against the Indenture Trustee
as the result of any act or omission in any way relating to the maintenance and
custody by ___________________ of the Trustee's Mortgage Files; provided,
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however, that ___________________ shall not be liable for any portion of any
such amount resulting from the gross negligence or wilful misconduct of the
Indenture Trustee.
7. Advice of Counsel. __________________ and the Indenture Trustee
further agree that ____________________ shall be entitled to rely and act upon
the advice of counsel with respect to its performance hereunder as Custodian and
shall be without liability for any action reasonably taken pursuant to such
advice, provided that such action is not in violation of applicable Federal or
State law. This paragraph shall not negate _______________ obligations under
paragraph 6 above.
8. Effective Period, Termination and Amendment, and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date
hereof and shall continue in full force and effect until terminated as
hereinafter provided, and may be amended at any time by mutual agreement of the
parties hereto. This Agreement may be terminated by either party in a writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect no sooner than sixty (60) days after the date of such delivery or
mailing. Concurrently with, or as soon as practicable after, the termination of
this Agreement, _________________ shall redeliver the Trustee's Mortgage Files
to the Indenture Trustee at such place as the Indenture Trustee may reasonably
designate. In connection with the administration of this Agreement,
________________ and the Indenture Trustee may agree from time to time upon the
interpretation of the provisions of this Agreement as may in their opinion by
consistent with the general tenor and purposes of this Agreement, any such
interpretation to be signed and annexed hereto.
9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
10. Notices. Notices and other writings shall be delivered or
mailed, postage prepaid, to the Indenture Trustee at, or to
___________________________________________ at, ______________________________,
Attention: ______________________; or to such other address as the Indenture
Trustee or ________________ may hereafter specify in writing. Notices or other
writings shall be effective only upon actual receipt by the parties.
11. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Indenture Trustee and ____________________ and their
respective successors and assigns. Concurrently with the appointment of a
successor trustee as provided in Section ___ of the Indenture, the Indenture
Trustee and ___________________ shall amend this Agreement to make said
successor trustee the successor to the Indenture Trustee hereunder.
12. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement.
13. Fees and Expenses. All fees and expenses of the Custodian shall
be paid by the Indenture Trustee as have been separately agreed upon before the
date hereof pursuant to a
80
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separate fee agreement between the Custodian and the Indenture Trustee. In no
event shall any fees and expenses of the Custodian become fees or expenses of
the Issuer, the Seller or Servicer.
81
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee under the
Indenture referred to above
By: __________________________________
_____________________________________,
as Custodian
By: __________________________________
82
================================================================================
SUPERIOR BANK FSB,
as Depositor
and
WILMINGTON TRUST COMPANY,
as Owner Trustee
-----------------------------------------
TRUST AGREEMENT
Dated as of March 1, 2000
------------------------------------------
AFC Trust Series 2000-1
AFC Trust Certificates,
Series 2000-1
================================================================================
<PAGE>
Table of Contents
Section Page
ARTICLE I
Definitions.................................................................1
1.01. Definitions.........................................................1
1.02. Other Definitional Provisions.......................................1
ARTICLE II
Organization................................................................3
2.01. Name................................................................3
2.02. Office..............................................................3
2.03. Purposes and Powers.................................................3
2.04. Appointment of Owner Trustee........................................4
2.05. Initial Capital Contribution of Owner Trust Estate..................4
2.06. Declaration of Trust................................................4
2.07. Liability of the Holders of the Certificates........................4
2.08. Title to Trust Property.............................................5
2.09. Situs of Trust......................................................5
2.10. Representations and Warranties of the Depositor.....................5
2.11. Reserved............................................................6
2.12. Investment Company..................................................6
ARTICLE III
Conveyance of the Mortgage Loans;
Certificates...............................................................7
3.01. Reserved............................................................7
3.02. Initial Ownership...................................................7
3.03. The Certificates....................................................7
3.04. Authentication of Certificates......................................7
3.05. Registration of and Limitations on Transfer and Exchange
of Certificates...................................................8
3.06. Mutilated, Destroyed, Lost or Stolen Certificates..................10
3.07. Persons Deemed Certificateholders..................................10
3.08. Access to List of Certificateholders' Names and Addresses..........10
3.09. Maintenance of Office or Agency....................................11
3.10. Certificate Paying Agent...........................................11
ARTICLE IV
Authority and Duties of Owner Trustee......................................13
4.01. General Authority..................................................13
4.02. General Duties.....................................................13
<PAGE>
4.03. Action upon Instruction............................................13
4.04. No Duties Except as Specified under Specified Documents
or in Instructions................................................14
4.05. Restrictions.......................................................14
4.06. Prior Notice to Certificateholders with Respect to Certain Matters.14
4.07. Action by Certificateholders with Respect to Certain Matters.......15
4.08. Action by Certificateholders with Respect to Bankruptcy............15
4.09. Restrictions on Certificateholders' Power..........................15
4.10. Majority Control...................................................16
ARTICLE V
Application of Trust Funds.................................................17
5.01. Distributions......................................................17
5.02. Method of Payment..................................................17
5.03. Tax Returns........................................................18
5.04. Statements to Certificateholders...................................18
ARTICLE VI
Concerning the Owner Trustee...............................................19
6.01. Acceptance of Trusts and Duties....................................19
6.02. Furnishing of Documents............................................20
6.03. Representations and Warranties.....................................20
6.04. Reliance; Advice of Counsel........................................21
6.05. Not Acting in Individual Capacity..................................21
6.06. Owner Trustee Not Liable for Certificates or Related Documents.....21
6.07. Owner Trustee May Own Certificates and Notes.......................22
6.08. Payments from Owner Trust Estate...................................22
6.09. Doing Business in Other Jurisdictions..............................22
6.10. Liability of Certificate Registrar and Certificate Paying Agent....22
ARTICLE VII
Compensation of Owner Trustee..............................................23
7.01. Owner Trustee's Fees and Expenses..................................23
7.02. Indemnification....................................................23
ARTICLE VIII
Termination of Trust Agreement.............................................25
8.01. Termination of Trust Agreement.....................................25
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees.....................27
<PAGE>
9.01. Eligibility Requirements for Owner Trustee.........................27
9.02. Replacement of Owner Trustee.......................................27
9.03. Successor Owner Trustee............................................27
9.04. Merger or Consolidation of Owner Trustee...........................28
9.05. Appointment of Co-Trustee or Separate Trustee......................28
ARTICLE X
Miscellaneous..............................................................30
10.01. Amendments.........................................................30
10.02. No Legal Title to Owner Trust Estate...............................31
10.03. Limitations on Rights of Others....................................31
10.04. Notices............................................................32
10.05. Severability.......................................................32
10.06. Separate Counterparts..............................................32
10.07. Successors and Assigns.............................................32
10.08. No Petition........................................................32
10.09. No Recourse........................................................33
10.10. Headings...........................................................33
10.11. GOVERNING LAW......................................................33
10.12. Integration........................................................33
10.13. Benefits of Trust Agreement........................................33
Signatures ..................................................................40
EXHIBIT
Exhibit A - Form of Certificate.............................................A-1
Exhibit B - Certificate of Trust of AFC Trust Series _____-__...............B-1
Exhibit C - Form of Rule 144A Investment Representation.....................C-1
Exhibit D - Form of Certificate of Non-Foreign Status.......................D-1
Exhibit E - Form of Investment Letter.......................................E-1
Exhibit F - Form of Transfer Certificate....................................F-1
Exhibit G - Form of Plan Certification......................................G-1
<PAGE>
This Trust Agreement, dated as of March 1, 2000 (as amended from time to
time, this "Trust Agreement"), between SUPERIOR BANK FSB, as depositor (the
"Depositor") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
owner trustee (the "Owner Trustee"),
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Depositor
and the Owner Trustee agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. For all purposes of this Trust Agreement,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Sale and Servicing Agreement, dated as of March 1,
2000, among AFC Trust Series 2000-1, as Issuer, and Superior Bank FSB, as Seller
and Servicer, and LaSalle Bank National Association, as Indenture Trustee, which
is incorporated by referenced herein. All other capitalized terms used herein
shall have the meanings specified herein.
Section 1.02. Other Definitional Provisions.
(a) All terms defined in this Trust Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
(b) As used in this Trust Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Trust Agreement or in any such certificate or other document,
and accounting terms partly defined in this Trust Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the
definitions contained in this Trust Agreement or in any such certificate or
other document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Trust Agreement shall refer to this Trust Agreement as a whole
and not to any particular provision of this Trust Agreement; Article, Section
and Exhibit references contained in this Trust Agreement are references to
Articles, Sections and Exhibits in or to this Trust Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".
<PAGE>
2
(d) The definitions contained in this Trust Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.
<PAGE>
3
ARTICLE II
Organization
Section 2.01. Name. The trust created hereby (the "Trust") shall be known
as "AFC Trust Series 2000-1", in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.
Section 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner Trustee may designate by written notice to the Certificateholders
and the Depositor.
Section 2.03. Purposes and Powers. The purpose of the Trust is and the
Trust shall have the power and authority to engage in the following activities:
(i) to issue the Notes pursuant to the Indenture and the
Certificates pursuant to this Trust Agreement and to sell the Notes and
the Certificates;
(ii) to pay the organizational, start-up and transactional expenses
of the Trust;
(iii) to assign, grant, transfer, pledge and convey the Mortgage
Loans pursuant to the Indenture and to hold, manage and distribute to the
Certificateholder pursuant to Section 5.01 any portion of the Mortgage
Loans released from the Lien of, and remitted to the Trust pursuant to the
Indenture;
(iv) to enter into and perform its obligations under the Basic
Documents to which it is to be a party;
(v) if directed by holders of Certificates representing more than
50% of the beneficial interests in the Trust, sell the Trust Estate
subsequent to the discharge of the Indenture, all for the benefit of the
holders of the Certificates;
(vi) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(vii) subject to compliance with the Basic Documents, to engage in
such other activities as may be required in connection with conservation
of the Owner Trust Estate and the making of distributions to the
Certificateholder and the Noteholders.
The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents.
<PAGE>
4
Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein. The Owner Trustee is
hereby authorized to execute and file the Certificate of Trust with the
Secretary of State of Delaware.
Section 2.05. Initial Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and shall
be deposited in the Certificate Distribution Account. The Owner Trustee also
acknowledges on behalf of the Trust the receipt in trust of the Mortgage Loans
and the rights with respect to the representations and warranties made by the
Seller under the Sale and Servicing Agreement which shall constitute the Owner
Trust Estate.
Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that
it shall hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a "business trust" under the
Business Trust Statute and that this Trust Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, for federal and state income and state and local franchise tax purposes,
the Trust shall not be treated as (i) an association subject separately to
taxation as a corporation, (ii) a "publicly traded partnership" as defined in
Treasury Regulation Section 1.7704-1 or (iii) a "taxable mortgage pool" as
defined in Section 7701(i) of the Code, and that the Notes shall be debt, and
the provisions of this Agreement shall be interpreted to further this intention.
Except as otherwise provided in this Trust Agreement, the rights of the
Certificateholders will be those of equity owners of the Trust. Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust. It is the intention of the parties, that, as of the
closing date, the Trust shall be disregarded for federal income tax purposes. In
the event that the Trust Certificates are owned by more than one person, for
federal income tax purposes, then the Trust shall be treated as a partnership.
Section 2.07. Liability of the Holders of the Certificates. (a) The
Holders of the Certificates shall be jointly and severally liable directly to
and shall indemnify any injured party for all losses, claims, damages,
liabilities and expenses of the Trust and the Owner Trustee (including expenses,
to the extent not paid out of the Owner Trust Estate) to the extent that Holders
of the Certificates would be liable if the Trust were a corporation under
Delaware corporate law; provided, however, that the Holders of the Certificates
shall not be liable for payments required to be made on the Notes or the
Certificates, or for any losses incurred by a Certificateholder in the capacity
of an investor in the Certificates or a Noteholder in the capacity of an
investor in the Notes. The Holders of the Certificates shall be liable for and
shall promptly pay any entity level taxes imposed on the Trust. In addition, any
third party creditors of the Trust, including the Note Insurer (other than in
connection with the obligation described in the preceding sentence for which the
Holders of the Certificates shall not be liable) shall be deemed third party
beneficiaries of this paragraph. The
<PAGE>
5
obligations of the Holders of the Certificates under this paragraph shall be
evidenced by the Certificates.
(b) Subject to subsection (a) above, the Certificateholder shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.
Section 2.08. Title to Trust Property. Except with respect to the Mortgage
Loans, which will be assigned of record to the Indenture Trustee pursuant to the
Indenture, legal title to the Owner Trust Estate shall be vested at all times in
the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested
in a trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.
Section 2.09. Situs of Trust. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
Illinois. The Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having employees within or without the State of Delaware or
taking actions outside the State of Delaware in order to comply with Section
2.03. Payments will be received by the Trust only in Delaware, New York or
Illinois, and payments will be made by the Trust only from Delaware, New York or
Illinois. The only office of the Trust will be at the Corporate Trust Office in
Delaware.
Section 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:
(i) The Depositor is a federally chartered stock savings bank
duly organized, validly existing and in good standing under the laws of
the United States, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such
business is presently conducted.
(ii) The Depositor is duly qualified to do business and is in
good standing and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of its property or the
conduct of its business shall require such qualifications and in which the
failure to so qualify would have a material adverse effect on the
business, properties, assets or condition (financial or other) of the
Depositor.
(iii) The Depositor has the power and authority to execute and
deliver this Trust Agreement and to carry out its terms; the Depositor has
full power and authority to convey and assign the property to be conveyed
and assigned to and deposited with the Trust as part of the Owner Trust
Estate and the Depositor has duly authorized such conveyance and
assignment and deposit to the Trust by all necessary corporate action; and
the execution, delivery and performance of this Trust Agreement have been
duly authorized by the Depositor by all necessary corporate action.
<PAGE>
6
(iv) The consummation of the transactions contemplated by this
Trust Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by
which it is bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic
Documents); nor violate any law or, to the best of the Depositor's
knowledge, any order, rule or regulation applicable to the Depositor of
any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Depositor or its properties.
Section 2.11. Reserved.
Section 2.12. Investment Company. Neither the Depositor nor any Holder of
a Certificate shall take any action which would cause the Trust to become an
"investment company" which would be required to register under the Investment
Company Act.
<PAGE>
7
ARTICLE III
Conveyance of the Mortgage Loans;
Certificates
Section 3.01. Reserved.
Section 3.02. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05, the Depositor shall
direct the Owner Trustee to execute and deliver the Trust Certificates.
Section 3.03. The Certificates. The Certificates shall be issued in the
form of one or more Certificates each representing not less than a 10%
Certificate Percentage Interest. The Certificates shall initially be registered
in the name of Superior Bank FSB. Each Class of Certificates shall be executed
on behalf of the Trust by manual or facsimile signature of an authorized officer
or authorized signatory of the Owner Trustee and authenticated in the manner
provided in Section 3.04. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of authentication and delivery of such Certificates. A Person shall
become a Certificateholder and shall be entitled to the rights and subject to
the obligations of a Certificateholder hereunder upon such Person's acceptance
of a Certificate duly registered in such Person's name, pursuant to Section
3.05.
A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's acceptance of a Certificate duly registered in
such transferee's name pursuant to and upon satisfaction of the conditions set
forth in Section 3.05.
Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
Section 3.04. Authentication of Certificates. The Owner Trustee shall
cause all Certificates issued hereunder to be executed and authenticated on
behalf of the Trust, delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president or any vice president,
without further corporate action by the Depositor, in authorized denominations.
No Certificate shall entitle its holder to any benefit under this Trust
Agreement or be valid for any purpose unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or the Certificate Registrar by
manual signature; such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
<PAGE>
8
Section 3.05. Registration of and Limitations on Transfer and Exchange of
Certificates. The Certificate Registrar shall keep or cause to be kept, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
LaSalle Bank National Association shall be the initial Certificate Registrar. If
the Certificate Registrar resigns or is removed, the Trust shall appoint a
successor Certificate Registrar.
Subject to satisfaction of the conditions set forth below with respect to
the Certificates, upon surrender for registration of transfer of any Certificate
at the office or agency maintained pursuant to Section 3.09, the Owner Trustee
or the Certificate Registrar shall execute, authenticate and deliver (or shall
cause LaSalle Bank National Association as its authenticating agent to
authenticate and deliver) in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate amount dated the date of authentication by the Owner Trustee or the
Certificate Registrar. At the option of a Holder, Certificates may be exchanged
for other Certificates of authorized denominations of a like aggregate amount
upon surrender of the Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.09.
Every Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate Registrar in accordance with its customary
practice.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
No Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit D hereto.
No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached hereto as Exhibit C (or in such form
and substance reasonably satisfactory to the Certificate Registrar and the
Depositor) which investment letters shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and
which investment letter states that, among other things, such transferee (a) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (b) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance
<PAGE>
9
satisfactory to the Certificate Registrar and the Depositor that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said Act and laws or is being made pursuant to said Act
and laws, which Opinion of Counsel shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b)
the transferee executes a representation letter, substantially in the form of
Exhibit D hereto, and the transferor executes a representation letter,
substantially in the form of Exhibit E hereto, each acceptable to and in form
and substance satisfactory to the Certificate Registrar and the Depositor
certifying the facts surrounding such transfer, which representation letters
shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Servicer or the Depositor and (B) the Certificate of Non-Foreign
Status (in substantially the form attached hereto as Exhibit D) acceptable to
and in form and substance reasonably satisfactory to the Certificate Registrar
and the Depositor, which certificate shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor. The
Holder of a Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the
Servicer and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.
No transfer of Certificates or any interest therein shall be made to any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject to
ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Owner Trustee, the Certificate Registrar and the
Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and
the Servicer that the purchase of such Certificates is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Owner Trustee, the Certificate Registrar or the Servicer to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Owner
Trustee, the Certificate Registrar or the Servicer. In lieu of such Opinion of
Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificates with Plan Assets of a Plan
may provide a certification in the form of Exhibit G to this Agreement, which
the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer may
conclusively rely upon without further inquiry or investigation. Neither an
Opinion of Counsel nor a certification will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets of any Plan) and the Certificate Registrar and the Owner
Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Owner Trustee or the Certificate Registrar, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.
<PAGE>
10
No offer, sale, transfer, pledge, hypothecation or other disposition
(including any pledge, sale or transfer under a repurchase transaction or
securities loan) of any Certificate shall be made to any transferee unless,
prior to such disposition, the proposed transferor delivers to the Owner Trustee
an Opinion of Counsel, rendered by a law firm generally recognized to be
qualified to opine concerning the tax aspects of asset securitization, to the
effect that such transfer (including any disposition permitted following any
default under any pledge or repurchase transaction) will not cause the Trust to
be (i) treated as an association taxable as a corporation for federal income tax
purposes, (ii) taxable as a taxable mortgage pool as defined in Section 7701(i)
of the Code or (iii) taxable as a "publicly traded partnership" as defined in
Treasury Regulation section 1.7704-1. Notwithstanding the foregoing, the
provisions of this paragraph shall not apply to the initial transfer of the
Certificates to the Depositor.
Prior to the effectiveness of any transfer of a Trust Certificate by the
Depositor to an affiliate of the Depositor, an opinion from a nationally
recognized law firm shall be delivered to the Indenture Trustee, to the effect
that the assets and liabilities of the proposed transferee should not, upon the
bankruptcy of such proposed transferee, be consolidated with those of the Trust
(a "Non- Consolidation Opinion").
Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be reasonably required by them to save each of them harmless, then in the
absence of notice to the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a bona fide purchaser, the Owner Trustee or the
Certificate Registrar shall execute on behalf of the Trust and the Owner Trustee
or the Certificate Registrar (or shall cause LaSalle Bank National Association
as its authenticating agent to authenticate and deliver), shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination. In
connection with the issuance of any new Certificate under this Section 3.06, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any expenses of the Owner Trustee or the Certificate
Registrar (including fees and expenses of counsel) and any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section 3.06 shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
Section 3.07. Persons Deemed Certificateholders. Prior to due presentation
of a Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Certificate Paying Agent may treat the Person in
whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Trust, the
Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by
any notice to the contrary.
Section 3.08. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the
Depositor or the Owner Trustee, within 15 days
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11
after receipt by the Certificate Registrar of a written request therefor from
the Depositor or the Owner Trustee, a list, in such form as the Depositor or the
Owner Trustee, as the case may be, may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. Each
Holder, by receiving and holding a Certificate, shall be deemed to have agreed
not to hold any of the Trust, the Depositor, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.
Section 3.09. Maintenance of Office or Agency. The Certificate Registrar
on behalf of the Trust, shall maintain an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or
exchange. The Owner Trustee on behalf of the Trust shall maintain in Wilmington,
Delaware, an office where notices and demands to or upon the Owner Trustee in
respect of the Certificates and the Basic Documents may be served. The Owner
Trustee initially designates its Corporate Trust Office as its office for such
purposes. The Certificate Registrar initially designates its Corporate Trust
Office as its office for such purposes and shall give prompt written notice to
the Depositor and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.
Section 3.10. Certificate Paying Agent. (a) The Certificate Paying Agent
shall make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the
Certificates and Section 5.01 hereof from payments remitted to the Certificate
Paying Agent by the Indenture Trustee pursuant to Section 3.05 of the Indenture.
The Trust hereby appoints LaSalle Bank National Association as Certificate
Paying Agent and LaSalle Bank National Association hereby accepts such
appointment and further agrees that it will be bound by the provisions of this
Trust Agreement relating to the Certificate Paying Agent and shall:
(i) hold all sums held by it for the payment of amounts due
with respect to the Certificates in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;
(ii) give the Owner Trustee notice of any default by the Trust
of which it has actual knowledge in the making of any payment required to
be made with respect to the Certificates;
(iii) at any time during the continuance of any such default,
upon the written request of the Owner Trustee forthwith pay to the Owner
Trustee on behalf of the Trust all sums so held in Trust by such
Certificate Paying Agent;
(iv) not resign from its position as Certificate Paying Agent
except that it shall immediately resign as Certificate Paying Agent and
forthwith pay to the Owner Trustee on behalf of the Trust all sums held by
it in trust for the payment of Certificates if at any time it ceases to
meet the standards under this Section 3.10 required to be met by the
Certificate Paying Agent at the time of its appointment;
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12
(v) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any Certificates of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith; and
(vi) not institute bankruptcy proceedings against the Issuer
in connection with this Trust Agreement.
(b) The Trust may revoke such power and remove the Certificate Paying
Agent if it determines in its sole discretion that the Certificate Paying Agent
shall have failed to perform its obligations under this Trust Agreement in any
material respect. In the event that LaSalle Bank National Association shall no
longer be the Certificate Paying Agent under this Trust Agreement and Paying
Agent under the Indenture, the Trust shall appoint a successor to act as
Certificate Paying Agent (which shall be a bank or trust company) and which
shall also be the successor Paying Agent under the Indenture. The Owner Trustee
shall cause such successor Certificate Paying Agent or any additional
Certificate Paying Agent appointed by the Trust to execute and deliver to the
Owner Trustee an instrument accepting appointment and agreeing to be bound by
the terms of this Trust Agreement as it relates to the Certificate Paying Agent.
The Certificate Paying Agent shall return all unclaimed funds to the Trust and
upon removal of a Certificate Paying Agent such Certificate Paying Agent shall
also return all funds in its possession to the Trust. The provisions of Sections
6.01, 6.03, 6.04 and 7.01 shall apply to the Certificate Paying Agent to the
extent applicable. Any reference in this Agreement to the Certificate Paying
Agent shall include any co-paying agent unless the context requires otherwise.
(c) The Certificate Paying Agent, for the benefit of the
Certificateholders, shall establish and maintain with itself a trust account
(the "Certificate Distribution Account") in which the Indenture Trustee,
pursuant to the terms of the Indenture, shall deposit payments, if any, made
pursuant to the Indenture on each Payment Date. The establishment of the
Certificate Distribution Account shall be evidenced by a letter agreement. The
Certificate Paying Agent shall make all distributions to Certificateholders,
from moneys on deposit in the Certificate Distribution Account, in accordance
with Section 5.01 hereof.
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ARTICLE IV
Authority and Duties of Owner Trustee
Section 4.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument described herein, as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, except
as otherwise provided in this Trust Agreement, to take all actions required of
the Trust pursuant to the Basic Documents.
Section 4.02. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Trust Agreement and the Basic Documents to which the Trust is
a party and to administer the Trust in the interest of the Certificateholders,
subject to the Basic Documents and in accordance with the provisions of this
Trust Agreement. Notwithstanding the foregoing, the Owner Trustee shall be
deemed to have discharged its duties and responsibilities hereunder and under
the Basic Documents to the extent that the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner
Trustee shall not be liable for the default or failure of such person to carry
out such obligations.
Section 4.03. Action upon Instruction. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders
evidencing not less than a majority of the Percentage Interests in the
Certificates may by written instruction direct the Owner Trustee in the
management of the Trust. Such direction may be exercised at any time by written
instruction of the Certificateholders pursuant to Article IV.
(b) Notwithstanding the foregoing, the Owner Trustee shall not be required
to take any action hereunder or under any Basic Document if the Owner Trustee
shall have reasonably determined, or shall have been advised by counsel, that
such action is likely to result in liability on the part of the Owner Trustee or
is contrary to the terms hereof or of any Basic Document or is otherwise
contrary to law.
(c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement or
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the application of any provision of this Trust Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this
Trust Agreement permits any determination by the Owner Trustee or is silent or
is incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders (with a copy to the Note Insurer) requesting instruction
as to the course of action to be adopted, and to the extent the Owner Trustee
acts in good faith in accordance with any written instruction of the
Certificateholders evidencing not less than a majority of the Percentage
Interests
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14
in the Certificates, the Owner Trustee shall not be liable on account of such
action to any Person. If the Owner Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of time
as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement or the Basic
Documents, as it shall deem to be in the best interests of the
Certificateholders and the Owner Trustee shall have no liability to any Person
for such action or inaction.
Section 4.04. No Duties Except as Specified under Specified Documents or
in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any liens on any part of the
Owner Trust Estate that result from actions by, or claims against, the Owner
Trustee that are not related to the ownership or the administration of the Owner
Trust Estate.
Section 4.05. Restrictions. (a) The Owner Trustee or the Depositor (or an
Affiliate thereof) shall not take any action (x) that is inconsistent with the
purposes of the Trust set forth in Section 2.03 or (y) that, to the actual
knowledge of the Owner Trustee based on an Opinion of Counsel rendered by a law
firm generally recognized to be qualified to opine concerning the tax aspects of
asset securitization, would result in the Trust becoming taxable as a
corporation for federal income tax purposes or (z) would result in the amendment
or modification of the Basic Documents or this Trust Agreement without the prior
written consent of the Note Insurer, if required. The Certificateholders shall
not direct the Owner Trustee to take action that would violate the provisions of
this Section 4.05.
(b) The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless it shall have received an Opinion of Counsel to the effect that
(a) such transaction will not have any material adverse tax consequence to the
Trust or any Certificateholder and (b) such conveyance or transfer shall not
violate the provisions of Section 3.16(b) of the Indenture.
Section 4.06. Prior Notice to Certificateholders with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders in
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15
writing of the proposed action and the Certificateholders shall not have
notified the Owner Trustee in writing prior to the 30th day after such notice is
given that such Certificateholders have withheld consent or provided alternative
direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of cash distributions due and
owing under the Mortgage Loans) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of cash distributions due and
owing under the Mortgage Loans);
(b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Business Trust
Statute);
(c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;
(d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
and
(e) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor Certificate Registrar or Certificate Paying Agent or the consent
to the assignment by the Note Registrar, Paying Agent, Indenture Trustee,
Certificate Registrar or Certificate Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.
Section 4.07. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, to remove the Servicer under the Servicing Agreement
in accordance with Section 10.01 thereof. The Owner Trustee shall take the
actions referred to in the preceding sentence only upon written instructions
signed by the Certificateholders.
Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and the consent of the Note Insurer, the Noteholders and the
delivery to the Owner Trustee by each such Certificateholder of a certificate
certifying that such Certificateholder reasonably believes that the Trust is
insolvent. This paragraph shall survive for one year following termination of
this Trust Agreement.
Section 4.09. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.
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16
Section 4.10. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Trust Agreement
may be taken by the Holders of Certificates evidencing not less than a majority
of the Percentage Interests in the Certificates. Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to this
Trust Agreement shall be effective if signed by Holders of Certificates
evidencing not less than a majority of the Percentage Interests in the
Certificates at the time of the delivery of such notice.
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17
ARTICLE V
Application of Trust Funds
Section 5.01. Distributions. (a)(i) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholders all funds on deposit in
the Certificate Distribution Account and available for distribution on such
Payment Date in the following order of priority, in each case to the extent of
amounts available in the Certificate Distribution Account:
(A) first, to the Owner Trustee, in respect of any amount owing to
the Owner Trustee hereunder and in respect of any expenses of the Trust
remaining unpaid pursuant to Section 7.01 of this Agreement; and
(B) second, to the Certificateholders, on a pro rata basis based on
each Certificateholder's Percentage Interest, the remainder of amounts
available.
(ii) In the event that the Certificate Paying Agent receives amounts in
connection with Section 5.04 of the Indenture, such amounts shall be distributed
in the order of priority set forth in (a)(i) above.
(b) In the event that any withholding tax is imposed on the distributions
(or allocations of income) to a Certificateholder, such tax shall reduce the
amount otherwise distributable to the Certificateholder in accordance with this
Section 5.01. The Certificate Paying Agent is hereby authorized and directed to
retain or cause to be retained from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Owner Trustee
from contesting any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Certificateholder shall
be treated as cash distributed to such Certificateholder at the time it is
withheld by the Certificate Paying Agent and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this paragraph (b).
(c) Distributions to Certificateholders shall be subordinated to the
creditors of the Trust, including the Noteholders and the Note Insurer.
Section 5.02. Method of Payment. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided in
Section 5.01 shall be made to each Certificateholder of record on the preceding
Record Date either by, in the case of any Certificateholder owning 100% of the
Certificates, wire transfer in immediately available funds to the account of
such Holder at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
Payment Date or, if not, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register.
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Section 5.03. Tax Returns. The Owner Trustee shall cooperate with the
Servicer in the Servicer's obligation to (a) maintain (or cause to be
maintained) the books of the Trust on the fiscal year basis of the person that
is the Holder of 100% of the Certificates or, if the Certificates are owned by
more than one person, then in accordance with the rules governing partnerships,
(b) deliver (or cause to be delivered) to each Certificateholder as may be
required by the Code and applicable Treasury Regulations, such information as
may be required to enable each Certificateholder to prepare its federal and
state income tax returns, (c) prepare and file or cause to be prepared and filed
such tax returns relating to the Trust as may be required by the Code and
applicable Treasury Regulations (making such elections as may from time to time
be required or appropriate under any applicable state or federal statutes, rules
or regulations) and (d) collect or cause to be collected any withholding tax as
described in and in accordance with Section 5.01 of this Trust Agreement with
respect to income or distributions to Certificateholders and prepare or cause to
be prepared the appropriate forms relating thereto. The Owner Trustee shall sign
all tax and information returns prepared or caused to be prepared by the
Servicer and delivered to the Owner Trustee in final execution form pursuant to
this Section 5.03 at the request of the Servicer, and in doing so shall rely
entirely upon, and shall have no liability for information or calculations
provided by, the Servicer.
Notwithstanding the foregoing, it is the intention of the parties that the
Issuer, as of the Closing Date and for so long as the equity is held by one
person for federal income tax purposes, be treated for federal income tax
purposes as a disregarded entity, which such entity need not apply for a
taxpayer identification number or file an entity-level tax return. In the event
the equity of the Issuer is held by more than one person for federal income tax
purposes, the Servicer shall file an application with the IRS for a taxpayer
identification number with respect to the Issuer and prepare or cause to be
prepared and/or file partnership tax returns including the partnership
information return on Form 1065 in connection with the transactions contemplated
hereby.
Section 5.04. Statements to Certificateholders. On each Payment Date, the
Certificate Paying Agent shall send to each Certificateholder the statement or
statements provided to the Owner Trustee and the Certificate Paying Agent by the
Indenture Trustee pursuant to Section 7.05 of the Indenture with respect to such
Payment Date.
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19
ARTICLE VI
Concerning the Owner Trustee
Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Trust Agreement. The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually received by it constituting part of the Owner Trust Estate upon the
terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall
not be liable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct, gross negligence or bad faith (ii) in
the case of the inaccuracy of any representation or warranty contained in
Section 6.03 expressly made by the Owner Trustee. In particular, but not by way
of limitation (and subject to the exceptions set forth in the preceding
sentence):
(a) The Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance with the instructions of the
Certificateholders permitted under this Trust Agreement;
(b) No provision of this Trust Agreement or any Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights, duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;
(c) Under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;
(d) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution hereof
by the Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate, or for or in respect of the validity
or sufficiency of the Basic Documents, the Notes, the Certificates, other than
the certificate of authentication on the Certificates, if executed by the Owner
Trustee and the Owner Trustee shall in no event assume or incur any liability,
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this
Trust Agreement will not require the authorization, consent or approval of, the
giving of notice to, the filing or registration with, or the taking of any other
action with respect to, any governmental authority or agency;
(f) The Owner Trustee shall not be liable for the default or misconduct of
the Depositor, Indenture Trustee, Certificate Registrar or the Servicer under
any of the Basic Documents or otherwise and the Owner Trustee shall have no
obligation or liability to perform the obligations of
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20
the Trust under this Trust Agreement or the Basic Documents that are required to
be performed by the Indenture Trustee under the Indenture or the Seller under
the Sale and Servicing Agreement; and
(g) The Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust Agreement, or to
institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or any Basic Document, at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Trust Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its gross negligence or willful misconduct in the
performance of any such act.
(h) The Owner Trustee shall not be liable for any errors in judgment made
in good faith by a Responsible Officer of the Owner Trustee.
Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish to
the Securityholders promptly upon receipt of a written reasonable request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Trust under the Basic Documents.
Section 6.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:
(a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Trust Agreement;
(b) It has taken all corporate action necessary to authorize the execution
and delivery by it of this Trust Agreement, and this Trust Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Trust Agreement on its behalf;
(c) Neither the execution nor the delivery by it of this Trust Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene any
federal or Delaware law, governmental rule or regulation of the State of
Delaware or the United States governing the banking or trust powers of the Owner
Trustee or any judgment or order binding on it, or constitute any default under
its charter documents or bylaws or any indenture, mortgage, contract, agreement
or instrument to which it is a party or by which any of its properties may be
bound;
(d) This Trust Agreement, assuming due authorization, execution and
delivery by the Owner Trustee and the Depositor, constitutes a valid, legal and
binding obligation of the Owner Trustee, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights
<PAGE>
21
generally and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(e) The Owner Trustee is not in default with respect to any order or
decree of any court or any order, regulation or demand of any Federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Owner Trustee or its properties or might have consequences
that would materially adversely affect its performance hereunder; and
(f) No litigation is pending or, to the best of the Owner Trustee's
knowledge, threatened against the Owner Trustee which would prohibit its
entering into this Trust Agreement or performing its obligations under this
Trust Agreement.
Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, note, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.
(b) In the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Trust Agreement or the
Basic Documents, the Owner Trustee (i) may act directly or through its agents,
attorneys, custodians or nominees (including persons acting under a power of
attorney) pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys, custodians or nominees (including persons acting under a power of
attorney) if such persons have been selected by the Owner Trustee in good faith,
and (ii) may consult with counsel, accountants and other skilled persons to be
selected in good faith and employed by it. The Owner Trustee shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with
the written opinion or advice of any such counsel, accountants or other such
Persons and not contrary to this Trust Agreement or any Basic Document.
Section 6.05. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Trust Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.
Section 6.06. Owner Trustee Not Liable for Certificates or Related
Documents. The recitals contained herein and in the Certificates (other than the
signatures of the Owner Trustee on the
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22
Certificates) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Trust
Agreement, of any Basic Document or of the Certificates (other than the
signatures of the Owner Trustee on the Certificates) or the Notes, or of any
Related Documents. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
this Trust Agreement or the Noteholders under the Indenture, including
compliance by the Depositor or the Seller with any warranty or representation
made under any Basic Document or in any related document or the accuracy of any
such warranty or representation, or any action of the Certificate Paying Agent,
the Certificate Registrar or the Indenture Trustee taken in the name of the
Owner Trustee.
Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may, subject to Section 3.05,
become the owner or pledgee of Certificates or Notes and may deal with the
Depositor, the Seller, the Certificate Paying Agent, the Certificate Registrar
and the Indenture Trustee in transactions with the same rights as it would have
if it were not Owner Trustee.
Section 6.08. Payments from Owner Trust Estate. All payments to be made by
the Owner Trustee or Paying Agent under this Trust Agreement or any of the Basic
Documents to which the Owner Trustee is a party shall be made only from the
income and proceeds of the Owner Trust Estate or from other amounts required to
be provided by the Certificateholders and only to the extent that the Owner
Trust shall have received income or proceeds from the Owner Trust Estate or the
Certificateholders to make such payments in accordance with the terms hereof.
Wilmington Trust Company, in its individual capacity, shall not be liable for
any amounts payable under this Trust Agreement or any of the Basic Documents to
which the Owner Trustee is a party.
Section 6.09. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, neither Wilmington Trust Company nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will, even after the
appointment of a co-trustee or separate trustee in accordance with Section 9.05
hereof, (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of the State of Delaware becoming
payable by Wilmington Trust Company; or (iii) subject Wilmington Trust Company
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company or the Owner Trustee, as the case may
be, contemplated hereby.
Section 6.10. Liability of Certificate Registrar and Certificate Paying
Agent. All provisions affording protection to or limiting the liability of the
Owner Trustee shall inure as well to the Certificate Registrar and Certificate
Paying Agent.
<PAGE>
23
ARTICLE VII
Compensation of Owner Trustee
Section 7.01. Owner Trustee's Fees and Expenses. Wilmington Trust Company
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, and the Owner Trustee shall be
reimbursed by the Depositor or the Servicer for its reasonable expenses
hereunder and under the Basic Documents, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as Wilmington Trust Company may reasonably employ in connection with the
exercise and performance of its rights and its duties hereunder and the duties
of the Issuer under the Basic Documents pursuant to a separate fee agreement
between Wilmington Trust Company and Superior Bank FSB. In the event of a
default in any payment of such fees and expenses by the Depositor or Servicer,
the Owner Trustee hereby agrees that it will continue to act as Owner Trustee
hereunder and perform its duties hereunder and the duties of the Issuer under
the Basic Documents. This Section 7.01 shall survive termination of this Trust
Agreement.
Section 7.02. Indemnification. The Depositor shall indemnify, defend and
hold harmless the Owner Trustee and the Certificate Paying Agent, solely in its
capacity as Certificate Paying Agent, and their respective successors, assigns,
agents and servants (collectively, the "Indemnified Parties") from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against any Indemnified Party in any way relating to or arising out of
this Trust Agreement, the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the Owner
Trustee and the Certificate Paying Agent, solely in its capacity as Certificate
Paying Agent, hereunder, provided, that:
(i) the Depositor shall not be liable for or required to indemnify
an Indemnified Party from and against Expenses arising or resulting from
the Owner Trustee's or the Certificate Paying Agent's willful misconduct,
gross negligence or bad faith or as a result of any inaccuracy of a
representation or warranty of the Owner Trustee contained in Section 6.03
expressly made by the Owner Trustee;
(ii) with respect to any such claim, the Indemnified Party shall
have given the Depositor written notice thereof promptly after the
Indemnified Party shall have actual knowledge thereof;
(iii) while maintaining control over its own defense, the Depositor
shall consult with the Indemnified Party in preparing such defense; and
(iv) notwithstanding anything in this Agreement to the contrary, the
Depositor shall not be liable for settlement of any claim by an
Indemnified Party entered into without the prior consent of the Depositor
which consent shall not be unreasonably withheld.
<PAGE>
24
The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the Certificate Paying Agent or the
termination of this Trust Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section 7.02, the
Owner Trustee's or the Certificate Paying Agent's choice of legal counsel, if
other than the legal counsel retained by the Owner Trustee or the Certificate
Paying Agent in connection with the execution and delivery of this Trust
Agreement, shall be subject to the approval of the Depositor, which approval
shall not be unreasonably withheld. In addition, upon written notice to the
Owner Trustee or the Certificate Paying Agent and with the consent of the Owner
Trustee or the Certificate Paying Agent which consent shall not be unreasonably
withheld, the Depositor has the right to assume the defense of any claim, action
or proceeding against the Owner Trustee or the Certificate Paying Agent.
<PAGE>
25
ARTICLE VIII
Termination of Trust Agreement
Section 8.01. Termination of Trust Agreement. (a) This Trust Agreement
(other than Article VII) and the Trust shall dissolve wind up and terminate in
accordance with Section 3808 of the Delaware Business Statute and be of no
further force or effect upon the earliest of (i) the final distribution of all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the terms of the Indenture and this Trust Agreement or (ii) purchase by the
Servicer or the Majority Certificateholder of all Mortgage Loans pursuant to
Section 11.01 of the Sale and Servicing Agreement; provided in each case that
all amounts owing to the Noteholders and the Note Insurer to the extent payable
from the Owner Trust Estate or proceeds thereof have been paid in full and that
all obligations under the Indenture have been discharged. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(x) operate to terminate this Trust Agreement or the Trust or (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.
(b) Except as provided in Section 8.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.
(c) Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to Certificateholders
and the Note Insurer mailed within five Business Days of receipt of notice of
the final payment on the Notes from the Indenture Trustee, stating (i) the
Payment Date upon or with respect to which final payment of the Certificates
shall be made upon presentation and surrender of the Certificates at the office
of the Certificate Paying Agent therein designated, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office of the Certificate Paying Agent
therein specified. The Certificate Paying Agent shall give such notice to the
Owner Trustee and the Certificate Registrar at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Certificate Paying Agent shall cause to be distributed to Certificateholders
amounts distributable on such Payment Date pursuant to Section 5.01.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Certificate Paying Agent shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if within
one year following the Payment Date on which final payment of the Certificates
was to have been made pursuant to Section 3.03 of the Indenture, all the
Certificates shall not have been surrendered for cancellation, the Certificate
Paying Agent may take appropriate steps, or may appoint an agent to take
appropriate steps, to
<PAGE>
26
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Trust Agreement. Any funds remaining in
the Certificate Distribution Account after exhaustion of such remedies shall be
distributed by the Certificate Paying Agent to the Certificateholders.
(d) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Business Trust Statute.
<PAGE>
27
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees
Section 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; or is
otherwise acceptable to the Rating Agencies and the Note Insurer. If such
corporation shall publish reports of condition at least annually pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
this Section 9.01, the Owner Trustee shall resign immediately in the manner and
with the effect specified in Section 9.02.
Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days
prior written notice thereof to the Indenture Trustee, the Note Insurer and the
Depositor. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Owner Trustee with the consent of the Note Insurer,
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and to the successor Owner Trustee. If
no successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.
If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Depositor or the Note Insurer, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Owner Trustee
with the consent of the Note Insurer.
Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Servicer shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.
Section 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee and to its predecessor Owner Trustee an instrument accepting
such appointment under this Trust Agreement, and thereupon the resignation or
removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully
<PAGE>
28
vested with all the rights, powers, duties and obligations of its predecessor
under this Trust Agreement, with like effect as if originally named as Owner
Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Trust Agreement; and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.
Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, such successor Owner Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Note Insurer and the Rating
Agencies and shall file a certificate of amendment to the Certificate of Trust
reflecting the successor Owner Trustee's name and address.
Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.
Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Trust Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate may at the time be located, the Owner Trustee
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or trustees, of all or any part of the Owner Trust Estate, and
to vest in such Person, in such capacity, such title to the Trust or any part
thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Owner Trustee may consider
necessary or desirable. No co-trustee or separate trustee under this Trust
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 9.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.
Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(a) All rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not
<PAGE>
29
authorized to act separately without the Owner Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Owner Trust Estate or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Owner Trustee;
(b) No trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Trust Agreement;
and
(c) The Owner Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.
Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Trust Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust Agreement, specifically including every provision of this Trust
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee.
Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Trust Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.
<PAGE>
30
ARTICLE X
Miscellaneous
Section 10.01. Amendments. (a) This Trust Agreement may be amended from
time to time by the parties hereto, with the prior consent of LaSalle Bank
National Association (which consent shall not be unreasonably withheld), as
specified in this Section, provided that any amendment, except as provided in
subparagraph (e) below, be accompanied by an Opinion of Counsel addressed to the
Owner Trustee and obtained by the Servicer to the effect that such amendment (i)
complies with the provisions of this Section and (ii) would not cause the Trust
(if Superior Bank FSB were not the Holder of 100% of the Certificates) to be
subject to an entity level tax for federal income tax purposes.
(b) If the purpose of the amendment (as detailed therein) is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered (i.e. to give effect to the intent of the parties and, if
applicable, to the expectations of the Holders), it shall not be necessary to
obtain the consent of any Holders, but the Owner Trustee and the Indenture
Trustee shall be furnished with (A) confirmation in writing from each of the
Rating Agencies that the amendment will not result in the qualification,
downgrading or withdrawal of the rating then assigned to any Note or (B) an
Opinion of Counsel obtained by the Servicer to the effect that such action will
not adversely affect in any material respect the interests of any Holders.
(c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding, it shall
not be necessary to obtain the consent of any Holder, but the Owner Trustee
shall be furnished with an Opinion of Counsel obtained by the Servicer that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not materially adverse to any Holder.
(d) If the purpose of the amendment is to add or eliminate or change any
provision of this Trust Agreement other than as contemplated in (b) and (c)
above, the amendment shall require (A) an Opinion of Counsel obtained by the
Servicer to the effect that such action will not adversely affect in any
material respect the interests of any Holders, (B) the consent of the Note
Insurer and (C) either (a) confirmation in writing from each of the Rating
Agencies that the amendment will not result in the qualification, downgrading or
withdrawal of the rating then assigned to any Note or (b) the consent of Holders
of Certificates evidencing a majority of the Percentage Interests in the
Certificates and the Indenture Trustee; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all such Certificates then
outstanding.
(e) If the purpose of the amendment is to provide for the holding of any
of the Certificates in book-entry form, it shall require the consent of Holders
of all such Certificates then outstanding; provided, that the Opinion of Counsel
specified in subparagraph (a) above shall not be required.
<PAGE>
31
(f) If the purpose of the amendment is to provide for the issuance of
additional certificates representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder, but the Owner Trustee shall be
furnished with (A) an Opinion of Counsel obtained by the Servicer to the effect
that such action will not adversely affect in any material respect the interests
of any Holders and (B) confirmation in writing from each of the Rating Agencies
that the amendment will not result in the qualification, downgrading or
withdrawal of the rating then assigned to any Note.
(g) Promptly after the execution of any such amendment or consent, the
Servicer shall furnish written notification of the substance of such amendment
or consent to each Certificateholder, the Indenture Trustee, the Note Insurer
and each of the Rating Agencies. It shall not be necessary for the consents
required pursuant to this Section 10.01 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any
other consents provided for in this Trust Agreement or in any other Basic
Document) and of evidencing the authorization of the execution thereof shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.
(h) In connection with the execution of any amendment to any agreement to
which the Trust is a party, other than this Trust Agreement, the Owner Trustee
shall be entitled to receive and conclusively rely upon an Opinion of Counsel to
the effect that such amendment is authorized or permitted by the documents
subject to such amendment and that all conditions precedent in the Basic
Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.
Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State of the State of Delaware.
Section 10.02. No Legal Title to Owner Trust Estate. The
Certificateholders shall not have legal title to any part of the Owner Trust
Estate solely by virtue of their status as a Certificateholder. The
Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles V
and VIII. No transfer, by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in the
Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate
Section 10.03. Limitations on Rights of Others. Except for Section 2.07,
the provisions of this Trust Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders, the Note Insurer, and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than Section 2.07), whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this
Trust Agreement or any covenants, conditions or provisions contained herein.
<PAGE>
32
Section 10.04. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt, to the Owner Trustee at: Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Adminstration, AFC Trust Series 2000-1; to the Depositor at: Superior Bank
FSB, One Lincoln Centre, Oakbrook Terrace, Illinois 60181; Attention: President;
to the Indenture Trustee and the Certificate Paying Agent at: LaSalle Bank
National Association, 135 LaSalle Street, Chicago, Illinois 60674-4107;
Attention: Asset-Backed Securities Trust Service Department - AFC Trust Series
2000-1; to the Note Insurer, Financial Guaranty Insurance Company, 115 Broadway,
New York, New York 10006, Attention: Research and Risk Management-AFC Trust
Series 2000-1 or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party.
(b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Trust Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.
(c) A copy of any notice delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.
Section 10.05. Severability. Any provision of this Trust Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 10.06. Separate Counterparts. This Trust Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 10.07. Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee and its successors and
each Certificateholder and its successors and permitted assigns, all as herein
provided and the Note Insurer. Any request, notice, direction, consent, waiver
or other instrument or action by a Certificateholder shall bind the successors
and assigns of such Certificateholder.
Section 10.08. No Petition. The Owner Trustee, by entering into this Trust
Agreement and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.
This Section shall survive for one year following the termination of this Trust
Agreement.
<PAGE>
33
Section 10.09. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Seller, the Servicer, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Trust Agreement, the Certificates or the Basic Documents.
Section 10.10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
Section 10.11. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.12. Integration. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.
Section 10.13. Benefits of Trust Agreement. The Note Insurer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Trust Agreement. To the extent that this Trust Agreement confers upon or
gives or grants to the Note Insurer any right, remedy or claim under or by
reason of this Trust Agreement, the Note Insurer may enforce any such right,
remedy or claim conferred, given or granted hereunder. Nothing in this Trust
Agreement shall give to any Person other than the parties hereto and their
successors hereunder, and the Note Insurer, any benefit or any legal or
equitable right, remedy or claim under this Trust Agreement, provided, however,
that the Owner Trustee shall not be deemed as a fiduciary to the Note Insurer.
<PAGE>
IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
SUPERIOR BANK FSB
By: /s/ John A. Soricelli
-----------------------------------------
Name: John A. Soricelli
Title: Vice President
WILMINGTON TRUST COMPANY, as Owner Trustee,
By: /s/ Kathleen A. Pedelini
-----------------------------------------
Name: Kathleen A. Pedelini
Title: Administrative Account Manager
Acknowledged and Agreed:
LASALLE BANK NATIONAL
ASSOCIATION, as Certificate Registrar
and Certificate Paying Agent
By: /s/ Cynthia Reis
-------------------------------------
Name: Cynthia Reis
Title: First Vice President
<PAGE>
EXHIBIT A
Form of Certificate
[Face]
THIS CERTIFICATE IS SUBORDINATE TO THE NOTES AS DESCRIBED IN THE
INDENTURE.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL AS DESCRIBED IN THE TRUST
AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF CERTIFICATES OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR CERTAIN OTHER RETIREMENT PLANS AND ARRANGEMENTS,
INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND BANK
COLLECTIVE INVESTMENT FUNDS AND INSURANCE COMPANY GENERAL OR SEPARATE ACCOUNTS
IN WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED, THAT ARE SUBJECT TO
ERISA, OR SECTION 4975 OF THE CODE (COLLECTIVELY, "PLAN"), ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT
OF LABOR REGULATION PROMULGATED AT 29 C.F.R. SS.2510.3-101 ("PLAN ASSETS")
UNLESS THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE
SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE
SATISFACTION OF THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND
THE SERVICER THAT THE PURCHASE OF CERTIFICATES IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE OWNER TRUSTEE,
THE CERTIFICATE REGISTRAR OR THE SERVICER TO ANY
<PAGE>
A-2
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR,
THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE SERVICER. IN LIEU OF SUCH
OPINION OF COUNSEL, A PLAN, ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF
OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH PLAN ASSETS OF A
PLAN MAY PROVIDE A CERTIFICATION IN THE FORM OF EXHIBIT G TO THE TRUST
AGREEMENT, WHICH THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND
THE SERVICER MAY RELY UPON WITHOUT FURTHER INQUIRY OR INVESTIGATION. NEITHER AN
OPINION OF COUNSEL NOR A CERTIFICATION WILL BE REQUIRED IN CONNECTION WITH THE
INITIAL TRANSFER OF ANY SUCH CERTIFICATE BY THE DEPOSITOR TO AN AFFILIATE OF THE
DEPOSITOR (IN WHICH CASE, THE DEPOSITOR OR ANY AFFILIATE THEREOF SHALL HAVE
DEEMED TO HAVE REPRESENTED THAT SUCH AFFILIATE IS NOT A PLAN OR A PERSON
INVESTING PLAN ASSETS OF ANY PLAN) AND THE OWNER TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO CONCLUSIVELY RELY UPON A REPRESENTATION (WHICH,
UPON THE REQUEST OF THE OWNER TRUSTEE OR THE CERTIFICATE REGISTRAR, SHALL BE A
WRITTEN REPRESENTATION) FROM THE DEPOSITOR OF THE STATUS OF SUCH TRANSFEREE AS
AN AFFILIATE OF THE DEPOSITOR.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE
OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST
AGREEMENT OR THE BASIC DOCUMENTS.
<PAGE>
A-3
Certificate No. ___ Certificate Percentage Interest of this
Certificate: _________%
Cut-off Date: March 1, 2000
Date of
Trust Agreement:
March 1, 2000
Servicer: Superior Bank FSB
AFC TRUST SERIES 2000-1
Evidencing a fractional undivided equity interest in the Owner Trust
Estate, the property of which consists primarily of the Mortgage Loans held by
AFC Trust Series 2000-1 (the "Trust"), a Delaware business trust formed by
SUPERIOR BANK FSB, AS DEPOSITOR, pursuant to the Trust Agreement referred to
below.
This certifies that ________________________ is the registered owner of
the Percentage Interest represented hereby.
The Trust was created pursuant to a Trust Agreement, dated as of March 1,
2000 (as amended and supplemented from time to time, the "Trust Agreement")
between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee", which term includes any successor entity under the Trust Agreement), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Certificate is one of a duly authorized issue of AFC Trust
Certificates, Series 2000-1 (herein called the "Certificates") issued under the
Trust Agreement to which reference is hereby made for a statement of the
respective rights thereunder of the Depositor, the Owner Trustee and the Holders
of the Certificates and the terms upon which the Certificates are executed and
delivered. All terms used in this Certificate which are defined in the Trust
Agreement shall have the meanings assigned to them in the Trust Agreement. The
Owner Trust Estate consists of the Mortgage Loans held by the Trust. The rights
of the Holders of the Certificates are subordinated to the rights of the Holders
of the Notes, as set forth in the Indenture, dated as of March 1, 2000 , between
the Trust and LaSalle Bank National Association, as Indenture Trustee (the
"Indenture").
There will be distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (each, a "Payment Date"),
commencing on April 25, 2000, to the Person
<PAGE>
A-4
in whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such Payment Date (the
"Record Date"), such Certificateholder's Percentage Interest in the amount to be
distributed to Certificateholders on such Payment Date.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Payment Account that have
been released from the Lien of the Indenture for payment hereunder and that
neither the Owner Trustee in its individual capacity nor the Depositor is
personally liable to the Certificateholders for any amount payable under this
Certificate or the Trust Agreement or, except as expressly provided in the Trust
Agreement, subject to any liability under the Trust Agreement.
The Holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Indenture.
The Depositor and each Certificateholder, by acceptance of a Certificate,
agree to treat, and to take no action inconsistent with the treatment of, the
Certificates for federal, state and local income tax purposes as an equity
interest in the Trust.
Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Depositor, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.
Distributions on this Certificate will be made as provided in the Trust
Agreement by the Certificate Paying Agent by wire transfer or check mailed to
the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Certificate Paying Agent of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained by the Certificate Registrar for that purpose by the Trust in the
Borough of Manhattan, The City of New York.
No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached to the Agreement as Exhibit C (or in
such form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor) which investment letters shall not be an expense of
<PAGE>
A-5
the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the
Depositor and which investment letter states that, among other things, such
transferee (a) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (b) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Certificate Registrar and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust, the Owner
Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the
transferee executes a representation letter, substantially in the form of
Exhibit D to the Agreement, and the transferor executes a representation letter,
substantially in the form of Exhibit E to the Agreement, each acceptable to and
in form and substance satisfactory to the Certificate Registrar, the Servicer
and the Depositor certifying the facts surrounding such transfer, which
representation letters shall not be an expense of the Trust, the Owner Trustee,
the Certificate Registrar, the Servicer or the Depositor and (B) the Certificate
of Non-Foreign Status (in substantially the form attached to the Agreement as
Exhibit D) acceptable to and in form and substance reasonably satisfactory to
the Certificate Registrar and the Depositor, which certificate shall not be an
expense of the Trust, the Owner Trustee, the Certificate Registrar or the
Depositor. The Holder of a Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trust, the Owner Trustee, the
Certificate Registrar, the Servicer and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
No transfer of Certificates or any interest therein shall be made to any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject to
ERISA, or Section 4975 of the Code (collectively, "Plan"), any person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
certificates with "plan assets" of a Plan within the meaning of the Department
of Labor Regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Owner Trustee, the Certificate Registrar and the
Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and
the Servicer that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Owner Trustee,
the Certificate Registrar or the Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Trust Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Owner Trustee, the Certificate
Registrar or the Servicer. In lieu of such Opinion of Counsel, a Plan, any
Person acting, directly or indirectly, on behalf of any such Plan or any person
acquiring such Certificates with Plan Assets of a Plan may provide a
certification in the form of Exhibit G to the Agreement, which the
<PAGE>
A-6
Depositor, the Owner Trustee, the Certificate Registrar and the Servicer may
rely upon without further inquiry or investigation. Neither an Opinion of
Counsel nor a certification will be required in connection with the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets of any Plan) and the Owner Trustee and the Certificate
Registrar shall be entitled to conclusively rely upon a representation (which,
upon the request of the Owner Trustee or the Certificate Registrar, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.
No offer, sale, transfer, pledge, hypothecation or other disposition
(including any pledge, sale or transfer under a repurchase transaction or
securities loan) of any Certificate shall be made to any transferee unless,
prior to such disposition, the proposed transferor delivers to the Owner Trustee
an Opinion of Counsel, rendered by a law firm generally recognized to be
qualified to opine concerning the tax aspects of asset securitization, to the
effect that such transfer (including any disposition permitted following any
default under any pledge or repurchase transaction) will not cause the Trust to
be (i) treated as an association taxable as a corporation for federal income tax
purposes, (ii) taxable as a taxable mortgage pool as defined in Section 7701(i)
of the Code or (iii) taxable as a "publicly traded partnership" as defined in
Treasury Regulation section 1.7704-1.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, or an authenticating agent by
manual signature, this Certificate shall not entitle the Holder hereof to any
benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
<PAGE>
A-7
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
Dated: ____________, 20___ By:_____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By: ______________________________________
Authorized Signatory
or _____________________________________
as Authenticating Agent of the Trust
By: ______________________________________
Authorized Signatory
<PAGE>
A-8
[REVERSE OF CERTIFICATE]
The Certificates do not represent an obligation of, or an interest in, the
Depositor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or
any Affiliates of any of them and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated herein or in the
Trust Agreement or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Mortgage
Loans, all as more specifically set forth herein and in the Trust Agreement. A
copy of the Trust Agreement may be examined by any Certificateholder upon
written request during normal business hours at the principal office of the
Depositor and at such other places, if any, designated by the Depositor.
The Trust Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by an Opinion of Counsel to the Owner
Trustee to the effect that such amendment complies with the provisions of the
Trust Agreement and, if Superior Bank FSB was not the Holder of 100% of the
Certificates, would not cause the Trust to be subject to an entity level tax. If
the purpose of the amendment is to prevent the imposition of any federal or
state taxes at any time that any Security is outstanding, it shall not be
necessary to obtain the consent of the any Holder, but the Owner Trustee shall
be furnished with an Opinion of Counsel that such amendment is necessary or
helpful to prevent the imposition of such taxes and is not materially adverse to
any Holder. If the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement, other than as specified in the preceding two
sentences, the amendment shall require the consent of Holders of the
Certificates evidencing a majority of the Percentage Interests of the
Certificates and the Indenture Trustee; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the time of,
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment without the consent of the Holders of all such Certificates then
outstanding.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trust in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is LaSalle Bank National Association.
Except as provided in the Trust Agreement, the Certificates are issuable
only in a minimum Certificate Percentage Interest of 10%. As provided in the
Trust Agreement and subject to certain
<PAGE>
A-9
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar
and any agent of the Owner Trustee, the Certificate Paying Agent, or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall
be affected by any notice to the contrary.
The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate as and when provided in accordance
with the terms of the Trust Agreement.
The holder of this Certificate acknowledges and agrees that Wilmington
Trust Company is executing this Certificate solely in its capacity as Owner
Trustee under the Trust Agreement and that Wilmington Trust Company shall incur
no personal liability in connection herewith except by reason of its own gross
negligence or willful misconduct.
<PAGE>
A-10
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.
Dated:
_________________________________________*/
Signature Guaranteed:
__________________________________*/
*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
<PAGE>
A-11
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds
to ___________________________________________________________________ for the
account of ________________________________________, account number
______________, or, if mailed by check, to ______________.
Applicable statements should be mailed to__________________.
___________________________________________
Signature of assignee or agent
(for authorization of wire
transfer only)
<PAGE>
EXHIBIT B
TO THE TRUST AGREEMENT
CERTIFICATE OF TRUST OF
AFC Trust Series 2000-1
THIS Certificate of Trust of AFC Trust Series 2000-1 (the "Trust"), dated
March ___, 2000, is being duly executed and filed by ______________________, a
Delaware banking corporation, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. Code, ss. 3801 et seq.).
1. Name. The name of the business trust formed hereby is AFC Trust Series
2000-1.
2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is ______________________, __________________,
__________, ______________, Attention: ______________________________.
3. Effective Date. This Certificate shall be effective on March __, 2000.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
owner trustee under a Trust Agreement
dated as of ____________, 20___
By: _________________________________________
Name:
Title:
<PAGE>
EXHIBIT C
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Owner Trustee and the Depositor (as defined in the Trust Agreement (the
"Agreement"), dated as of March 1, 2000, between Superior Bank FSB, as Depositor
and Wilmington Trust Company, as Owner Trustee pursuant to [Section 3.05] of the
Agreement and to LaSalle Bank National Association as indenture trustee, as
follows:
a. The Buyer understands that the Rule 144A Securities have
not been registered under the 1933 Act or the securities laws of any
state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
<PAGE>
C-2
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Indenture Trustee, the Owner Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. The Buyer warrants and represents to, and covenants with, the
Seller, the Indenture Trustee, Owner Trustee, Servicer and the Depositor that
either (1) the Buyer is (A) not an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject to ERISA or
Section 4975 of the Code (both a "Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan, or (2) the
Buyer has delivered, and attached hereto, an opinion of its counsel, addressed
and satisfactory to the Depositor, the Owner Trustee, the Certificate Registrar
and the Servicer which establishes to the satisfaction of the Depositor, the
Owner Trustee, the Certificate Registrar and the Servicer that the purchase of
Certificates is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Depositor, the Owner Trustee, the Certificate Registrar
or the Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code)
<PAGE>
C-3
in addition to those undertaken in the Trust Agreement between Superior Bank FSB
and Wilmington Trust Company dated as of March 1, 2000, which Opinion of Counsel
shall not be an expense of the Depositor, the Owner Trustee, the Certificate
Registrar or the Servicer, or (3) the Buyer has provided, and attached hereto, a
certification in the form of Exhibit G to this Agreement, which the Depositor,
the Owner Trustee, the Certificate Registrar and the Servicer may conclusively
rely upon without further inquiry or investigation.
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
________________________________ ______________________________________
Print Name of Seller Print Name of Buyer
By: ____________________________ By:___________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. ____________________________ No.___________________________________
Date:___________________________ Date: ________________________________
<PAGE>
C-4
ANNEX 1 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________(1) in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, a copy of which is
attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined
by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements.
- --------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
<PAGE>
C-5
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that
includes as participants individual retirement accounts or H.R. 10
plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer
<PAGE>
C-6
and did not include any of the securities referred to in the preceding
paragraph. Further, in determining such aggregate amount, the Buyer may have
included securities owned by subsidiaries of the Buyer, but only if such
subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
|_| |_| Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
_____________________________________
Print Name of Buyer
By: _________________________________
Name:
Title:
Date:________________________________
<PAGE>
C-7
ANNEX 2 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule
144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit Notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
<PAGE>
C-8
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
_____________________________________
Print Name of Buyer
By: _________________________________
Name:
Title:
Date:________________________________
IF AN ADVISER:
_____________________________________
Print Name of Buyer
Date:________________________________
<PAGE>
EXHIBIT D
CERTIFICATE OF NON-FOREIGN STATUS
This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 3.05 of the Trust Agreement, dated as of March 1, 2000 (the
"Trust Agreement"), between Superior Bank FSB, as depositor and Wilmington Trust
Company, as Owner Trustee, in connection with the acquisition of, transfer to or
possession by the undersigned, whether as beneficial owner for U.S. federal
income tax purposes (the "Beneficial Owner"), or nominee on behalf of the
Beneficial Owner of the AFC Trust Certificates, Series 2000-1 (the
"Certificate"). Capitalized terms used but not defined in this certificate have
the respective meanings given them in the Trust Agreement.
Each holder must complete Part I, Part II (if the holder is a nominee), and in
all cases sign and otherwise complete Part III. In addition, each holder shall
submit with the Certificate an IRS Form W-9 relating to such holder.
To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
Internal Revenue Code (relating to withholding tax on foreign partners) do not
apply in respect of the Certificate held by the undersigned, the undersigned
hereby certifies:
Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is ) not a non-resident alien for
purposes of U.S. income taxation;
2. My (The Beneficial Owner's) name and home address are:
_____________________________
_____________________________
_____________________________; and
3. My (The Beneficial Owner's) U.S. taxpayer identification
number (Social Security Number) is___________________________.
B. Corporate, Partnership or Other Entity as Beneficial Owner
1. __________________ (Name of the Beneficial Owner) is not a
foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Code and
Treasury Regulations;
2. The Beneficial Owner's office address and place of
incorporation (if applicable) is
_____________________________; and
<PAGE>
D-2
3. The Beneficial Owner's U.S. employer identification number is
___________ .
Part II - Nominees
If the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon
information contained in:
____ an IRS Form W-9
____ a form such as this or substantially similar
provided to the undersigned by an appropriate person and (i) the undersigned
agrees to notify the Trust at least thirty (30) days prior to the date that the
form relied upon becomes obsolete, and (ii) in connection with change in
Beneficial Owners, the undersigned agrees to submit a new Certificate of
Non-Foreign Status to the Trust promptly after such change.
Part III - Declaration
The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate may
be disclosed to the Internal Revenue Service by the Trust and any false
statement contained therein could be punishable by fines, imprisonment or both.
<PAGE>
D-3
Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete and will further declare that I will inform the Trust of any change in
the information provided above, and, if applicable, I further declare that I
have the authority* to sign this document.
_____________________________
Name
_____________________________
Title (if applicable)
_____________________________
Signature and Date
*Note: If signed pursuant to a power of attorney, the power of attorney must
accompany this certificate.
<PAGE>
EXHIBIT E
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
[Certificate Registrar]
Re: AFC Trust Series 2000-1
AFC Trust Certificates,
Series 2000-1, (the "Certificates")
Ladies and Gentlemen:
In connection with our acquisition of the above-captioned Certificates, we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
<PAGE>
E-2
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Trust Agreement.
Very truly yours,
[TRANSFEREE]
By: __________________________________
Authorized Officer
<PAGE>
EXHIBIT F
TRANSFER CERTIFICATE
[OWNER TRUSTEE], as Owner Trustee
_____________________________
_____________________________
_____________________________
[INDENTURE TRUSTEE]
_____________________________
_____________________________
_____________________________
Re: Proposed Transfer of Trust Certificates
Gentlemen:
This certification is being made by ______________ (the "Proposed Transferee")
in connection with the proposed Transfer to the Proposed Transferee of a trust
certificate (the "Trust Certificate") representing ___% fractional undivided
interest in AFC Trust Series 2000-1 (the "Trust") created pursuant to a Trust
Agreement, dated as of March 1, 2000, (the "Deposit Trust Agreement") between
Superior Bank FSB and Wilmington Trust Company, as Owner Trustee. Initially
capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement. The Proposed Transferee hereby certifies as follows:
1. The undersigned is a Person involved in the organization or operation
of the Trust or an affiliate of such a Person within the meaning of Rule 3a-7 of
the Investment Company Act.
2. The Proposed Transferee understands that (a) the Trust Certificates
have not been and will not be registered or qualified under the Securities Act,
or the securities laws of any state, (b) neither the Trust nor the Owner Trustee
is required, and neither intends, to so register or qualify the Trust
Certificates, and (c) the Trust Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) an exemption from registration and qualification is
available.
3. The Proposed Transferee is acquiring the Trust Certificate for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Trust Certificate in any manner that
would violate the Securities Act or any applicable state securities laws.
<PAGE>
F-2
4. The Proposed Transferee (a) is an accredited investor having such
knowledge and experience in financial and business matters, and in particular in
such matters related to securities similar to the Trust Certificate, such that
it is capable of evaluating the merits and risks of investment in the Trust
Certificate and (b) is able to bear the economic risks of such an investment.
5. The Proposed Transferee will not authorize nor has it authorized any
person (a) to offer, pledge, sell, dispose of or otherwise transfer any Trust
Certificate, any interest in any Trust Certificate or any other similar security
to any person in any manner, (b) to solicit any offer to buy or to accept a
pledge, disposition or other transfer of any Trust Certificate, any interest in
any Trust Certificate or any other similar security from any person in any
manner, (c) otherwise to approach or negotiate with respect to any Trust
Certificate, any interest in any Trust Certificate or any other similar security
with any person in any manner, (d) to make any general solicitation by means of
general advertising or in any other manner, or (e) to take any other action that
would constitute a distribution of any Trust Certificate under the Securities
Act, that would render the disposition of any Trust Certificate a violation of
Section 5 of the Securities Act or any state securities law, or that could
require registration or qualification pursuant thereto. Neither the Proposed
Transferee nor anyone acting on its behalf has offered any Trust Certificate for
sale or made any general solicitation by means of general advertising or in any
other manner with respect to the Trust Certificate. The Proposed Transferee will
not sell or otherwise transfer any Trust Certificates, except in compliance with
the provisions of the Deposit Trust Agreement.
Date: __________________________ ________________________________________
Name of Proposed Transferee
________________________________________
Signature
________________________________________
Name
________________________________________
Titled
<PAGE>
EXHIBIT G
FORM OF PLAN CERTIFICATION
The purchase of Certificates by or on behalf of the purchaser is
permissible under applicable law, will not subject the Depositor, the Trustee or
the Servicer to any obligation in addition to those undertaken in the Trust
Agreement between Superior Bank FSB and Wilmington Trust Company dated as of
March 1, 2000, and the following statements are correct: (i) the transferee is
an insurance company and the source of funds used to purchase such Certificates
is an "insurance company general account" (as such term is defined in Prohibited
Transaction Class Exemption ("PTCE") 95-60), (ii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied and (iii) there is no
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended or plan within the meaning of
section 4975 of the Internal Revenue Code of 1986 ("Plan") with respect to which
the amount of such general accounts reserves and liabilities for contracts held
by or on behalf of such Plan and all other Plans maintained by the same employer
(or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee
organization exceed 10% of the total of all reserves and liabilities of such
general account (as determined under PTCE 95-60) as of the date of the
acquisition of such Certificates.
_____________________________________
Print Name of Buyer
By: _________________________________
Name:
Title:
Date:________________________________
IF AN ADVISER:
_____________________________________
Print Name of Buyer
Date:________________________________
================================================================================
SALE AND SERVICING AGREEMENT
Dated as of March 1, 2000
AFC TRUST SERIES 2000-1
(Issuer)
and
SUPERIOR BANK FSB
(Seller and Servicer)
and
LASALLE BANK NATIONAL ASSOCIATION
(Indenture Trustee)
AFC Mortgage Loan Asset Backed
Notes, Series 2000-1
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
SALE AND CONVEYANCE OF THE MORTGAGE LOANS
Section 2.01 Sale and Conveyance of Trust Estate; Priority and
Subordination of Ownership Interests ..................... 39
Section 2.02 Possession of Mortgage Files ............................. 39
Section 2.03 Books and Records ........................................ 39
Section 2.04 Delivery of Mortgage Loan Documents ...................... 39
Section 2.05 Acceptance by Indenture Trustee of the Trust Estate;
Certain Substitutions; Certification by Indenture Trustee 43
Section 2.06 [Reserved] ............................................... 46
Section 2.07 [Reserved.] .............................................. 46
Section 2.08 Fees and Expenses of the Indenture Trustee ............... 46
Section 2.09 Application of Principal and Interest .................... 46
Section 2.10 Conveyance of the Subsequent Mortgage Loans .............. 46
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations of the Seller ............................ 51
Section 3.02 Individual Mortgage Loans ................................ 53
Section 3.03 Purchase and Substitution ................................ 64
ARTICLE IV
[RESERVED]
ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 5.01 Duties of the Servicer ................................... 68
Section 5.02 Liquidation of Mortgage Loans ............................ 70
Section 5.03 Establishment of Principal and Interest Accounts; Deposits
in Principal and Interest Accounts ....................... 71
Section 5.04 Permitted Withdrawals From the Principal and Interest
Account .................................................. 72
Section 5.05 Payment of Property Taxes, Insurance and Other Charges ... 74
-ii-
<PAGE>
PAGE
----
Section 5.06 Transfer of Accounts; Monthly Statements ................. 75
Section 5.07 Maintenance of Hazard Insurance .......................... 75
Section 5.08 Maintenance of Mortgage Impairment Insurance Policy ...... 76
Section 5.09 Fidelity Bond ............................................ 76
Section 5.10 Title, Management and Disposition of REO Property ........ 77
Section 5.11 Right to Repurchase Defaulted Mortgage Loans ............. 77
Section 5.12 Collection of Certain Mortgage Loan Payments ............. 78
Section 5.13 Access to Certain Documentation and Information Regarding
the Mortgage Loans ....................................... 78
Section 5.14 Superior Liens ........................................... 79
Section 5.15. Environmental Matters .................................... 79
Section 5.16. Advance Facility ......................................... 80
ARTICLE VI
PAYMENTS TO THE SECURITYHOLDERS
Section 6.01 Establishment of Note Distribution Account; Deposits in
Note Distribution Account ................................ 81
Section 6.02 Permitted Withdrawals from Note Distribution Account ..... 81
Section 6.03 Establishment of Trustee Expense Account; Deposits in
Trustee Expense Account; Permitted Withdrawals from Trustee
Expense Account .......................................... 82
Section 6.04 Payment of Monthly Premium to Note Insurer ............... 84
Section 6.05 Investment of Accounts ................................... 84
Section 6.06 Priority and Subordination of Distributions .............. 85
Section 6.07 Insufficiency of Amount Available or Net Excess Amount
Available ................................................ 95
Section 6.08 Servicer's Certificate ................................... 96
Section 6.09 Advances by the Servicer ................................. 101
Section 6.10 Compensating Interest .................................... 102
Section 6.11 [Reserved] ............................................... 102
Section 6.12 Pre-Funding Account ...................................... 102
Section 6.13 Interest Coverage Account ................................ 103
Section 6.14 Reserve Account .......................................... 105
Section 6.15 [Reserved] ............................................... 106
Section 6.16 Compliance with Withholding Requirements ................. 106
Section 6.17 Cap Agreement ............................................ 107
ARTICLE VII
GENERAL SERVICING PROCEDURE
Section 7.01 Assumption Agreements .................................... 108
Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files .. 108
Section 7.03 Servicing Compensation ................................... 110
Section 7.04 Annual Statement as to Compliance ........................ 110
-iii-
<PAGE>
PAGE
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Section 7.05 Annual Independent Public Accountants' Servicing Report
and Comfort Letter ....................................... 111
Section 7.06 Securityholder's, Indenture Trustee's and Note Insurer's
Right to Examine Servicer Records ........................ 111
Section 7.07 Reports to the Indenture Trustee; Principal and Interest
Account Statements ....................................... 112
ARTICLE VIII
REPORTS TO BE PROVIDED BY SERVICER
Section 8.01 Financial Statements ..................................... 113
ARTICLE IX
THE SERVICER
Section 9.01 Indemnification; Third Party Claims ...................... 114
Section 9.02 Merger or Consolidation of the Seller and the Servicer ... 115
Section 9.03 Limitation on Liability of the Servicer and Others ....... 115
Section 9.04 Servicer Not to Resign ................................... 115
Section 9.05 Representations of the Servicer .......................... 116
Section 9.06 Accounting Upon Resignation or Termination of Servicer ... 117
ARTICLE X
DEFAULT
Section 10.01 Events of Servicer Default ............................... 119
Section 10.02 Indenture Trustee to Act; Appointment of Successor ....... 122
Section 10.03 Waiver of Defaults ....................................... 124
ARTICLE XI
TERMINATION
Section 11.01 Termination .............................................. 125
Section 11.02 Seller's Right to Depositor's Yield Absolute ............. 127
Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses .... 128
ARTICLE XIII
[RESERVED]
-iv-
<PAGE>
PAGE
----
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.01 Acts of Noteholders ...................................... 130
Section 14.02 Amendment ................................................ 130
Section 14.03 Recordation of Agreement ................................. 131
Section 14.04 Duration of Agreement .................................... 131
Section 14.05 Governing Law ............................................ 131
Section 14.06 Notices .................................................. 131
Section 14.07 Severability of Provisions ............................... 132
Section 14.08 No Partnership ........................................... 133
Section 14.09 Counterparts ............................................. 133
Section 14.10 Successors and Assigns ................................... 133
Section 14.11 Headings ................................................. 133
Section 14.12 The Note Insurer ......................................... 133
Section 14.13 Paying Agent ............................................. 134
Section 14.14 Actions of Securityholders ............................... 134
Section 14.15 Grant of Security Interest ............................... 135
Section 14.16 Limitation of Liability .................................. 136
-v-
<PAGE>
EXHIBIT A CONTENTS OF MORTGAGE FILE
EXHIBIT B [RESERVED]
EXHIBIT C PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT
EXHIBIT D [RESERVED]
EXHIBIT E [RESERVED]
EXHIBIT E(1) [RESERVED]
EXHIBIT F FORM OF INDENTURE TRUSTEE INITIAL CERTIFICATION
EXHIBIT F-1 FORM OF INDENTURE TRUSTEE INTERIM CERTIFICATION
EXHIBIT G FORM OF INDENTURE TRUSTEE FINAL CERTIFICATION
EXHIBIT H-1 MORTGAGE LOAN SCHEDULE FOR GROUP 1
EXHIBIT H-2 MORTGAGE LOAN SCHEDULE FOR GROUP 2
EXHIBIT I REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT J [RESERVED]
EXHIBIT K SPECIAL POWER OF ATTORNEY
EXHIBIT L [RESERVED]
EXHIBIT M FORM OF LIQUIDATION REPORT
EXHIBIT N FORM OF DELINQUENCY REPORT
EXHIBIT O NOTE INSURANCE POLICY
EXHIBIT P [RESERVED]
EXHIBIT Q FORM OF SERVICER'S MONTHLY REMITTANCE REPORT TO TRUSTEE
EXHIBIT R PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE
EXHIBIT S MORTGAGE LOANS 30 OR MORE DAYS DELINQUENT
EXHIBIT T SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT U FORM OF ADDITION NOTICE
EXHIBIT V SCHEDULE OF MORTGAGE LOANS WITH LOST NOTE AFFIDAVITS
EXHIBIT W SCHEDULE OF SUBJECT MANUFACTURED HOME LOANS
-vi-
<PAGE>
Sale and Servicing Agreement dated as of March 1, 2000, among AFC Trust
Series 2000-1 (the "Issuer" or the "Trust"), Superior Bank FSB, as seller (the
"Seller") and servicer (the "Servicer"), and LaSalle Bank National Association,
as indenture trustee (the "Indenture Trustee").
PRELIMINARY STATEMENT
In order to facilitate the purchase of certain Mortgage Loans by the
Issuer from the Seller and in order to facilitate the servicing of such Mortgage
Loans by the Servicer, the Servicer and the Seller are entering into this
Agreement with the Issuer which sets forth the terms and conditions pursuant to
which the Issuer will purchase the Mortgage Loans and the Servicer will service
the Mortgage Loans.
The parties hereto, in consideration of the mutual covenants herein
contained agree as follows:
[Intentionally Left Blank]
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, including the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings. This Agreement relates to the AFC
Mortgage Loan Asset Backed Notes, Series 2000-1, Class 1A and Class 2A secured
by the Trust Estate consisting of Group 1 and Group 2. All calculations of
interest pursuant to this Agreement, unless otherwise specified, are based on
the actual number of days elapsed in the Accrual Period and a 360-day year.
ACCOUNT: Any of the Note Distribution Accounts, Trustee Expense
Accounts, Interest Coverage Accounts, Reserve Account, Principal and Interest
Accounts or Pre-Funding Accounts established by the Indenture Trustee and held
in trust by the Indenture Trustee for the Noteholders. The Indenture Trustee's
obligation to establish and maintain the Accounts is not delegable, except with
respect to the Principal and Interest Accounts.
ACCRUAL PERIOD: With respect to the Class 1A and Class 2A Notes and
with respect to any Payment Date other than the April 2000 Payment Date, the
period commencing on the immediately preceding Payment Date and ending on the
day immediately preceding such Payment Date. With respect to the April 2000
Payment Date, the period commencing on the Closing Date and ending on the day
immediately preceding the April 2000 Payment Date.
ACTUAL LOSS SEVERITY: With respect to any Payment Date and Group, a
fraction expressed as a percentage, (1) the numerator of which equals the sum of
all Realized Losses incurred with respect to Liquidated Mortgage Loans in such
Group (other than any Permanent Buydown Companion Loans) as of the last day of
the immediately preceding calendar month and (2) the denominator of which equals
the sum as of such Payment Date of the Principal Balances of all Liquidated
Mortgage Loans (other than any Permanent Buydown Companion Loans) in such Group,
the amount of such Principal Balances to be determined in each case as of the
last day of the calendar month immediately preceding the month in which such
Mortgage Loans became Liquidated Mortgage Loans.
ADDITION NOTICE: With respect to the transfer of Subsequent Mortgage
Loans to the Trust pursuant to Section 2.10 of this Agreement, a notice,
substantially in the form of Exhibit U, which shall be given not later than two
Business Days prior to the related Subsequent Transfer Date, of the Seller's
designation of Subsequent Mortgage Loans to be sold to the Trust and the
aggregate principal balance of such Subsequent Mortgage Loans.
ADDITIONAL PRINCIPAL: With respect to the Class 1A or Class 2A Notes
and any Payment Date, an amount equal to the amount necessary to reduce the
related Class 1A or Class 2A Note Principal Balance so that the
Overcollateralization Amount for both Groups equals the aggregate Required
Overcollateralization Amount.
-2-
<PAGE>
ADJUSTMENT DATE: With respect to each Group 2 Mortgage Loan, a date
on which the Mortgage Rate may adjust, as provided in the related Mortgage Note.
ADMINISTRATION AGREEMENT: The Administration Agreement dated as of
March 1, 2000, between the Issuer and Superior Bank FSB, as administrator, and
acknowledged by the Indenture Trustee.
ADMINISTRATOR: The Administrator under the Administration Agreement
which initially shall be Superior Bank FSB.
AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For the purposes of this
definition, "control" means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
AGREEMENT: This Sale and Servicing Agreement and all amendments
hereof and supplements hereto.
AMOUNT AVAILABLE: With respect to each Group and for a particular
Payment Date, the sum of (i) the Available Remittance Amount for such Group
(reduced by the related Monthly Premium to be paid to the Note Insurer pursuant
to Section 6.04), (ii) the Excess Spread with respect to such Group for such
Payment Date, (iii) if an Available Funds Shortfall exists in such Group, (a)
first, the Net Excess Spread from the other Group, to the extent of such
Available Funds Shortfall and (b) second, the Excess Principal from the other
Group, to the extent of any remaining Available Funds Shortfall, (iv) any
amounts required to be deposited in the related Note Distribution Account
pursuant to Section 6.14(c), (v) any Insured Payments with respect to such Group
and (vi) any amounts paid from the Cap Agreement, if any, with respect to such
Group.
AMOUNTS HELD FOR FUTURE DISTRIBUTION: With respect to any Group and
as to any Payment Date, the aggregate amount held in the Principal and Interest
Account with respect to such Group on account of all Monthly Payments, or
portions thereof, received in respect of scheduled principal and interest due
after the Due Period related to such Payment Date for application on the
scheduled Due Date at the request of the Mortgagor.
ANNUAL TRUSTEE EXPENSE AMOUNT: As of each Payment Date, with respect
to each Mortgage Loan, an amount equal to one-twelfth of the product of 0.012%
multiplied by the related Principal Balance.
APPRAISED VALUE: The appraised value of the Mortgaged Property based
upon the appraisal made by or for the originator at the time of the origination
of the related Mortgage Loan, or the sales price of the Mortgaged Property at
the time of such origination, whichever is less.
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ASSIGNMENT OF LEASES: With respect to any Mortgaged Property related
to the Multifamily Loans, Mixed Use Loans and Commercial Loans, any assignment
of leases, rents and profits or similar document or instrument executed by the
related Mortgagor in connection with the origination of the related Multifamily
Loan, Mixed Use Loan or Commercial Loan assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property.
ASSIGNMENT OF MORTGAGE: With respect to each Mortgage Loan, an
assignment of the Mortgage, notice of transfer or equivalent instrument
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage to the Issuer
and the pledge thereof to the Indenture Trustee for the benefit of the
Noteholders.
AUTHORIZED DENOMINATIONS: Each of the Class 1A and Class 2A Notes
are issuable only in the minimum Percentage Interest corresponding to a minimum
denomination of $100,000 or integral multiples of $1,000 in excess thereof
(except that a single Certificate for each of the Class 1A and Class 2A Notes
may be issued in a different amount which is less than the related minimum
dollar denomination).
AUTHORIZED OFFICER: With respect to the Issuer, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters relating
to the Issuer and who is identified on the list of Authorized Officers delivered
by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter), or any officer of
the Administrator who is authorized to act for the Administrator in matters
relating to the Issuer.
AVAILABLE FUNDS CAP CARRY-FORWARD AMOUNT: With respect to a Class of
Notes and any Payment Date up to and including (but not after) the Payment Date
on which the related Note Principal Balance is reduced to zero, an amount equal
to the sum of (i) the excess, if any, of (x) the related Class Interest
Remittance Amount for the immediately preceding Payment Date calculated pursuant
to clause (i)(a) of the related definition of Note Interest Rate over (y) the
Class A Interest Remittance Amount with respect to such Class of Notes for the
immediately preceding Payment Date calculated pursuant to clause (ii) of the
related definition of Note Interest Rate, (ii) the amount of any Available Funds
Cap Carry-Forward Amount for such preceding Payment Date to the extent not
distributed to the related Noteholders on such preceding Payment Date and (iii)
interest accrued on the amounts described in clauses (i) and (ii) above during
the Accrual Period for the current Payment Date at the Note Interest Rate for
such Payment Date.
AVAILABLE FUNDS CAP RATE: With respect to a Class of Notes and any
Payment Date, the annualized percentage derived from the fraction (which shall
not be greater than one) the numerator of which is the positive difference
between (1) the sum of (a) all interest collected and advanced on the Mortgage
Loans in the related Group during the related Due Period, (b) amounts withdrawn
from the related Interest Coverage Account for that Payment Date and (c)
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with respect to the Class 1A Notes only, the amounts collected on the Permanent
Buydown Companion Loans during the related Due Period, and (2) the sum of (a)
the aggregate Servicing Fee with respect to the related Group for such Payment
Date, (b) the Monthly Premium payable to the Note Insurer with respect to the
related Group and (c) the Annual Trustee Expense Amount with respect to the
related Group, and the denominator of which is the Note Principal Balance of
such Class immediately prior to such Payment Date.
AVAILABLE FUNDS SHORTFALL: With respect to any Group and for a
particular Payment Date, the amount by which the Available Remittance Amount
plus Excess Spread for such Group is less than the Required Payments (other than
in respect of the Class A Principal Remittance Amount after the related
Cross-over Date) for such Group.
AVAILABLE REMITTANCE AMOUNT: With respect to each Group and Payment
Date, the sum of the following: (i) the sum of all amounts described in clauses
(i) through (vii), inclusive, of Section 5.03 received by the Servicer or any
Subservicer (including any amounts paid by the Servicer or the Seller and
excluding any Excess Spread with respect to the related Group, any related
Amounts Held for Future Distribution, any amounts not required to be deposited
in the related Principal and Interest Accounts pursuant to Section 5.03 and any
amounts withdrawn by the Servicer pursuant to Section 5.04(ii), (iii), (v), (vi)
and (vii) as of the related Determination Date) during the related Due Period
and deposited into the related Note Distribution Account as of the related
Determination Date, (ii) the amount of any Monthly Advances and Compensating
Interest payments with respect to the related Group remitted by the Servicer for
such Payment Date, (iii) with respect to the final Payment Date in connection
with the purchase of all the Mortgage Loans and REO Properties by the Servicer
or Note Insurer, the Termination Price remitted by the Servicer and (iv) the
amount of any Interest Coverage Additions with respect to the related Group for
such Payment Date. No amount included in the computation of the Available
Remittance Amount with respect to any Payment Date by virtue of being described
by any component of the definition thereof shall be included more than once by
virtue of also being described by any other component or otherwise.
BALLOON MORTGAGE LOAN: Any Mortgage Loan that provided on the date
of origination for an amortization schedule extending beyond its stated maturity
date.
BALLOON PAYMENT: With respect to any Balloon Mortgage Loan, as of
any date of determination, the Monthly Payment payable on the stated maturity
date of such Mortgage Loan.
BASIC DOCUMENTS: The Trust Agreement, the Certificate of Trust, the
Indenture, the Sale and Servicing Agreement, the Insurance Agreement, the
Administration Agreement and the other documents and certificates delivered in
connection with any of the above.
BENEFICIAL OWNER: With respect to any Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person
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maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with
the rules of such Depository).
BOOK-ENTRY NOTE: Any Class 1A or Class 2A Note registered in the
name of the Depository or its nominee.
BUSINESS DAY: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking institutions in the States of New York, Illinois or New
Jersey are authorized or obligated by law or executive order to be closed;
provided, however, that the Servicer shall provide the Indenture Trustee with a
list of dates on which banking institutions in the State of New Jersey are
authorized or obligated by law or executive order to be closed and such list
shall be revised annually thereafter and delivered to the Indenture Trustee
prior to the expiration of the most recent list provided. Failure to provide
such list shall not constitute an Event of Servicer Default; provided that the
Indenture Trustee may rely on the most recently delivered list without further
investigation.
BUSINESS TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code,
12 Del. Codess.ss.3801 et seq., as the same may be amended from time to time.
CAP AGREEMENT: Any interest rate cap agreement purchased by the
Seller in accordance with Section 6.17 hereto.
CERCLA: The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
CERTIFICATE or TRUST CERTIFICATE: Any AFC Trust Certificate, Series
2000-1 evidencing the beneficial ownership interest in the Issuer and executed
by the Owner Trustee in substantially the form set forth in Exhibit A to the
Trust Agreement.
CERTIFICATE DISTRIBUTION ACCOUNT: The account or accounts created
and maintained pursuant to Section 3.10(c) of the Trust Agreement. The
Certificate Distribution Account shall be an Eligible Account.
CERTIFICATE PAYING AGENT: The meaning specified in Section 3.10 of
the Trust Agreement.
CERTIFICATE PERCENTAGE INTEREST: With respect to each Certificate,
the Certificate Percentage Interest on the face thereof.
CERTIFICATE REGISTER: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges of Certificates.
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CERTIFICATE REGISTRAR: Initially, the Indenture Trustee, in its
capacity as Certificate Registrar, or any successor to the Indenture Trustee in
such capacity.
CERTIFICATE OF TRUST: The Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Business Trust Statute.
CERTIFICATEHOLDER: The Person in whose name a Certificate is
registered in the Certificate Register. Owners of Certificates that have been
pledged in good faith may be regarded as Holders if the pledgee establishes to
the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may
be, the pledgee's right so to act with respect to such Certificates and that the
pledgee is not the Issuer, any other obligor upon the Certificates or any
Affiliate of any of the foregoing Persons
CLASS: Collectively, Notes or Certificates bearing the same
numerical or alphabetical designation.
CLASS PERCENTAGE: With respect to any Class 1A or Class 2A Note and
any Payment Date, the percentage obtained by dividing (i) the amount determined
pursuant to clause (c) of the definition of Class A Principal Remittance Amount
for such Class 1A or Class 2A Note on such Payment Date, by (ii) the sum of the
amounts determined pursuant to clause (c) of the definition of Class A Principal
Remittance Amounts for all Class 1A or 2A Notes, as the case may be, on such
Payment Date.
CLASS 1A NOTEHOLDER: A Holder of a Class 1A Note.
CLASS 1A INTEREST REMITTANCE AMOUNT: As to any Payment Date, the
interest accrued at the Class 1A Note Interest Rate for the related Accrual
Period on the Class 1A Note Principal Balance immediately prior to such Payment
Date.
CLASS 1A MAJORITY NOTEHOLDERS: The Holder or Holders of Class 1A
Notes possessing Voting Rights in excess of 50% in the aggregate.
CLASS 1A NOTE INTEREST RATE: As to any Payment Date, the lesser of
(i) the lesser of (a) One-Month LIBOR plus 0.33% per annum and (b) 11.0% per
annum and (ii) the Available Funds Cap Rate for the Class 1A Notes; provided,
however, that on any Payment Date on which the Servicer does not exercise its
option to purchase the Mortgage Loans and REO Properties pursuant to Section
11.01, the rate provided in clause (i)(a) will be One-Month LIBOR plus 0.73% per
annum.
CLASS 1A NOTE PRINCIPAL BALANCE: With respect to the Class 1A Notes
and as of any date of determination, the Original Class 1A Note Principal
Balance reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A Noteholders in respect of principal on all previous Payment
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Dates on account of amounts described in clauses (a) or (b)(i) or each of
clauses (c)(i) through (iv), inclusive, and clauses (c)(v) (to the extent the
payment pursuant to clause (c)(v) is in respect of principal not previously
covered by an Insured Payment) and (c)(vi) of the definition of Class A
Principal Remittance Amount or amounts described in the last sentence of the
definition of Class A Principal Remittance Amount, (B) all amounts previously
distributed to the Class 1A Noteholders in respect of principal pursuant to
Section 6.06(c)(A)(X)(iv) and (C) all amounts previously distributed to the
Class 1A Noteholders pursuant to the last paragraph of Section 6.06(c).
CLASS 1A REMITTANCE AMOUNT: As of any Payment Date, the Class A
Remittance Amount with respect to the Class 1A Notes.
CLASS 2A NOTEHOLDER: A Holder of a Class 2A Note.
CLASS 2A NOTE: A Note denominated as a Class 2A Note.
CLASS 2A INTEREST REMITTANCE AMOUNT: As to any Payment Date, the
interest accrued at the Class 2A Note Interest Rate for the related Accrual
Period on the Class 2A Note Principal Balance immediately prior to such Payment
Date.
CLASS 2A MAJORITY NOTEHOLDERS: The Holder or Holders of Class 2A
Notes possessing Voting Rights in excess of 50% in the aggregate.
CLASS 2A NOTE INTEREST RATE: As to any Payment Date, the lesser of
(i) the lesser of (a) One-Month LIBOR plus 0.24% per annum, and (b) 15.5% per
annum, and (ii) the Available Funds Cap Rate for the Class 2A Notes; provided,
however, that on any Payment Date on which the Servicer does not exercise its
right to purchase Mortgage Loans and REO Properties pursuant to Section 11.01,
the rate provided in clause (i)(a) will be One-Month LIBOR plus 0.64%.
CLASS 2A NOTE PRINCIPAL BALANCE: With respect to the Class 2A Notes
and as of any date of determination, the Original Class 2A Note Principal
Balance reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 2A Noteholders in respect of principal on all previous Payment Dates on
account of amounts described in clauses (a) or (b)(i) or each of clauses (c)(i)
through (iv), inclusive, and clauses (c)(v) (to the extent the payment pursuant
to clause (c)(v) is in respect of principal not previously covered by an Insured
Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount or
amounts described in the last sentence of the definition of Class A Principal
Remittance Amount, (B) all amounts previously distributed to the Class 2A
Noteholders in respect of principal pursuant to Section 6.06(c)(B)(X)(iv) and
(C) all amounts previously distributed to the Class 2A Noteholders pursuant to
the last paragraph of Section 6.06(c).
CLASS 2A REMITTANCE AMOUNT: As of any Payment Date, the Class A
Remittance Amount with respect to the Class 2A Notes.
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CLASS A CARRY-FORWARD AMOUNT: With respect to either the Class 1A or
Class 2A Notes and as to any Payment Date, the sum of (i) the amount, if any, by
which (x) the related Class 1A or Class 2A Remittance Amount as of the
immediately preceding Payment Date exceeded (y) the amount of the actual
distribution, exclusive of any related Insured Payments made to the related
Classes of Class A Noteholders, made pursuant to Sections 6.06(c)(A)(X)(i) and
(ii) or pursuant to 6.06(c)(A)(Y)(i) and (ii), with respect to Group 1, or
pursuant to Sections 6.06(c)(B)(X)(i) and (ii) or pursuant to Sections
6.06(c)(B)(Y)(i) and (ii), with respect to Group 2, on such immediately
preceding Payment Date and (ii) interest on the amount, if any, described in
clause (i) above, to the extent that the amount in clause (i) represents Insured
Payments made by the Note Insurer, at the Class 1A Note Interest Rate with
respect to Group 1, and the Class 2A Note Interest Rate with respect to Group 2
from such immediately preceding Payment Date.
CLASS A NOTE: A note denominated as a Class 1A or Class 2A Note.
CLASS A NOTEHOLDER: A Holder of a Class 1A Note or a Class 2A Note.
CLASS A INTEREST REMITTANCE AMOUNT: Any of the Class 1A Interest
Remittance Amount or the Class 2A Interest Remittance Amount.
CLASS A PRINCIPAL REMITTANCE AMOUNT: With respect to any Payment
Date (other than the Payment Date described in the next succeeding sentence),
the amount required to be distributed on such Payment Date from available funds
in respect of any Class of Class A Notes, such amount being equal to the least
of (a) if such Payment Date is prior to the Cross-Over Date, that amount
required for the Overcollateralization Amount to reach the Required
Overcollateralization Amount with respect to the related Group, or thereafter,
to maintain such Required Overcollateralization Amount on such Payment Date, (b)
the sum of (i) the related Class A Note Principal Balance immediately prior to
such Payment Date and (ii) the amounts described in clauses (c)(v) (to the
extent the amount in clause (c)(v) represents prior Insured Payments made by the
Note Insurer with respect to the related Group or interest accrued thereon in
accordance with the definition of Class A Carry-Forward Amount) and (c)(vii)
below and (c) the sum of the following amounts with respect to the related Group
(i) each payment of principal received by the Servicer or any Sub-Servicer
(exclusive of Curtailments, Principal Prepayments, the principal portion of
Amounts Held for Future Distribution, the principal portion of Deferred
Payments, the payments received on the Permanent Buydown Companion Loans in the
related Group, if any, and amounts described in clause (c)(iii) hereof) during
the related Due Period, including any Excess Payments; (ii) all Curtailments and
all Principal Prepayments received by the Servicer during such related Due
Period; (iii) the principal portion of all Insurance Proceeds, Released
Mortgaged Property Proceeds and Net Liquidation Proceeds received during the
related Due Period; (iv) an amount equal to the Unrecovered Class A Portion with
respect to such Group; (v) the Class A Carry-Forward Amount with respect to such
Group; (vi) (a) that portion of the purchase price (as indicated in Section
2.05(b)) actually received by the Indenture Trustee of any repurchased Mortgage
Loan with respect to such Group which represents principal and (b) the principal
portion of any Substitution Adjustments deposited in the Principal and Interest
Account with respect to such Group as of the
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related Determination Date and (vii) any amounts recovered from the Class 1A or
Class 2A Noteholders during the related Due Period that constituted a Monthly
Payment on a related Mortgage Loan or an Advance with respect to such Group that
was recovered as a Preference Amount by a trustee in bankruptcy pursuant to the
United States Bankruptcy Code in accordance with a Final Order. As to the final
Payment Date in connection with the purchase by the Servicer of all the Mortgage
Loans and REO Properties pursuant to Section 11.01, the amount of principal
required to be distributed on such Payment Date from available funds in respect
of the related Class A Notes, shall be equal to the amount described in clause
(b) of the immediately preceding sentence with respect to such Payment Date.
CLASS A REMITTANCE AMOUNT: For any Class of Class A Notes and as to
any Payment Date, an amount equal to the sum of (i) the related Class A
Principal Remittance Amount and (ii) the related Class A Interest Remittance
Amount.
CLOSING DATE: March 28, 2000.
CODE: The Internal Revenue Code of 1986, as amended.
COLLATERAL: As defined in the Granting Clause of the Indenture.
COMBINED LOAN-TO-VALUE RATIO OR CLTV: With respect to any Group 1
Mortgage Loan, the sum of the original principal balance of such Group 1
Mortgage Loan and the outstanding principal balance of any related First Lien as
of the date of origination of the Group 1 Mortgage Loan, divided by the lesser
of (i) the value of the related Mortgaged Property based upon the appraisal made
at the origination of the Group 1 Mortgage Loan or (ii) the purchase price of
the Mortgaged Property if the Group 1 Mortgage Loan proceeds are used to
purchase the Mortgaged Property.
COMMERCIAL LOAN: Any Group 1 Mortgage Loan which is secured by a
Commercial Property.
COMMERCIAL PROPERTY: With respect to the Group 1 Mortgage Loans, a
property which consists of a commercial structure.
COMPENSATING INTEREST: As defined in Section 6.10.
CORPORATE TRUST OFFICE: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Note Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 135 South
LaSalle Street, Suite 1625, Chicago, Illinois, Attention: Corporate Trust
Administration, AFC Trust Series 2000-1,. With respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee at which at any particular
time its corporate trust business shall be administered, which office
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at the date of the execution of this Trust Agreement is located at Rodney Square
North, 1100 North Market Square, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration, AFC Trust 2000-1.
CROSS-OVER DATE: With respect to each Group, the date on and after
which the related Subordinated Amount is reduced to zero.
CUMULATIVE LOSSES: As of any date of determination and Group, the
aggregate Realized Losses for such Group from and after the Closing Date for all
Due Periods since the Cut-off Date.
CURTAILMENT: With respect to a Mortgage Loan, any payment of
principal received during a Due Period as part of a payment that is in excess of
four times the amount of the Monthly Payment due for such Due Period and which
is not intended to satisfy the Mortgage Loan in full, nor is intended to cure a
delinquency.
CUSTODIAL AGREEMENT: The agreement for the retention of the
Trustee's Mortgage Files initially in the form attached to the Indenture as
Exhibit B.
CUSTODIAN: The custodian appointed pursuant to a Custodial Agreement
and Section 6.12 of the Indenture, which is not affiliated with the Servicer or
the Seller which initially shall be LaSalle Bank National Association.
CUT-OFF DATE: March 1, 2000.
CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Initial Mortgage
Loan, the outstanding principal balance of such Mortgage Loan as of the close of
business on the Cut-off Date after deducting all payments of principal due or
deferred on or prior to such date.
DEFERRED INTEREST AMOUNT: With respect to a Group and any Payment
Date after the June 26, 2000 Payment Date, that amount of interest that will
accrue during the period of deferment on the principal balance of each related
Deferred Payment Loan that would otherwise be due after June 26, 2000.
DEFERRED PAYMENT LOAN: Any Mortgage Loan as to which the Mortgagor,
at origination, elected, in accordance with the terms of the related Mortgage
Note, to defer the first two or three payments due thereunder.
DEFERRED PAYMENT: With respect to any Deferred Payment Loan, the
aggregate amount of principal and interest deferred pursuant to the terms of
such loan.
DEFINITIVE NOTES: As defined in Section 4.06 of the Indenture.
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DELETED MORTGAGE LOAN: A Mortgage Loan replaced by a Qualified
Substitute Mortgage Loan.
DELINQUENT: A Mortgage Loan is delinquent if any payment due thereon
is not made by the close of business on the Due Date. A Mortgage Loan is "30
days delinquent" if such payment has not been received by the close of business
on the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month) then on the close of business on the last day of such immediately
succeeding month. Similarly for "60 days delinquent," "90 days delinquent" and
so on.
DEPOSIT PREMIUM: As defined in the Insurance Agreement.
DEPOSITOR'S YIELD: For each Mortgage Loan, the prepayment penalties
and premiums and any Deferred Payments collected on such Mortgage Loan. The
Depositor's Yield is retained by the Seller and is not part of the Trust Fund.
DEPOSITORY: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Class 1A and Class 2A Notes. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(5) of the Uniform Commercial Code of
the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: The 22nd day of each month (or if such day is
not a Business Day, the immediately following Business Day but in no event fewer
than two Business Days prior to the Payment Date immediately following such 22nd
day).
DUE DATE: The day of the month on which the Monthly Payment is due
from the Mortgagor on a Mortgage Loan.
DUE PERIOD: With respect to each Payment Date, the period commencing
on the second day of the month immediately preceding the month in which such
Payment Date occurs and ending on the first day of the month in which such
Payment Date occurs.
ELIGIBLE ACCOUNT: Either (A) a segregated account or accounts
maintained with an institution whose deposits are insured by and held up to the
limits insured by the Bank Insurance Fund or the Savings Association Insurance
Fund of the FDIC, the unsecured and uncollateralized debt obligations of which
shall be rated "A" or better by S&P and A2 or better by Moody's and in the
highest short-term rating category by S&P and the highest short term rating
category by Moody's, and which is either (i) a federal savings and loan
association duly organized, validly existing and in good standing under the
federal banking laws, (ii) an institution duly organized, validly existing and
in
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good standing under the applicable banking laws of any state, (iii) a national
banking association duly organized, validly existing and in good standing under
the federal banking laws, (iv) a principal subsidiary of a bank holding company,
or (v) approved in writing by the Note Insurer and the Rating Agencies or (B) a
trust account or accounts (which shall be a "special deposit account")
maintained with the trust department of a federal or state chartered depository
institution or trust company, having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity. Any Eligible Accounts maintained
with the Trustee shall conform to the preceding clause (B).
ERISA: Employee Retirement Income Security Act of 1974, as amended.
EVENT OF DEFAULT: As described in Section 5.01 of the Indenture.
EVENT OF SERVICER DEFAULT: As described in Section 10.01.
EVENT OF NONPAYMENT: An event of nonpayment shall occur with respect
to each Group and with respect to any Payment Date if (i) on or prior to the
related Cross-Over Date, the amounts remitted by the Servicer and available to
the Indenture Trustee pursuant to Sections 5.04(i), 6.05(e), 6.09 and 6.10 (to
the extent not included in 5.04(i)) for deposit in the related Note Distribution
Account that are not subject to an automatic stay under Section 362 of the
United States Bankruptcy Code pursuant to an order of a United States bankruptcy
court of competent jurisdiction, plus the amount of any Net Excess Spread from
the other Group, plus the amount of any Excess Principal from the other Group,
plus the amount to be paid pursuant to the last paragraph of Section 6.06(c) (if
any), will not, taken together, be sufficient to pay the sum of (x) all of the
related Class A Remittance Amount (exclusive of any related Class A
Carry-Forward Amount representing amounts previously paid to the related Class A
Noteholders as Insured Payments, or representing interest accrued in respect of
such Insured Payments) and (y) the related Monthly Premium to be withdrawn from
the related Note Distribution Account to be paid to the Note Insurer pursuant to
Section 6.02(i) in respect of such Payment Date, or (ii) after the related
Cross-Over Date, the related Available Remittance Amount remitted by the
Servicer to the Indenture Trustee pursuant to Section 5.04(i) plus that
additional portion of the Amount Available constituting Excess Spread available
to pay the related Class A Interest Remittance Amount pursuant to Section
6.06(c)(A)(Y)(i) with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with
respect to Group 2, the amounts remitted by the Servicer to the Indenture
Trustee pursuant to Sections 6.05(e), 6.09 and 6.10 (to the extent not included
in Section 5.04(i)) for deposit in the related Note Distribution Account that
are not subject to an automatic stay under Section 362 of the United States
Bankruptcy Code pursuant to an order of a United States bankruptcy court of
competent jurisdiction, will not, taken together, be sufficient to pay the sum
of (x) all of the related Class A Remittance Amount (exclusive of any related
Class A Carry-Forward Amount representing amounts previously paid to the related
Class A Noteholders, as Insured Payments, or representing interest accrued in
respect of such Insured Payments) and (y) the related Monthly Premium to be
withdrawn from the related Note Distribution Account to be paid to the Note
Insurer pursuant to Section 6.02(i) in respect of such Payment Date, or (iii)
the sum of
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all Realized Losses with respect to such Group since the Closing Date exceeds
75% of the related Subordinated Amount as of June 26, 2000.
EXCESS OVERCOLLATERALIZATION AMOUNT: With respect to any Payment
Date, for any Group the related Mortgage Loans of which (other than any
Permanent Buydown Companion Loans) have been paid in full or liquidated during
the immediately preceding Due Period, the amount by which the
Overcollateralization Amount for that group immediately preceding such Due
Period exceeded the Required Overcollateralization Amount for that Group,
determined without taking into account the overcollateralization amount required
by the Note Insurer for the Groups in the aggregate.
EXCESS PAYMENTS: With respect to a Due Period, any principal amounts
received on a Mortgage Loan in excess of the principal amount included in the
Monthly Payment due on the Due Date in such Due Period which does not constitute
either a Curtailment or a Principal Prepayment.
EXCESS PRINCIPAL: With respect to any Group and for a particular
Payment Date, the excess, if any, of (a) the amount described in the related
definition of Class A Principal Remittance Amount without giving effect to
clauses (a) and (b) thereof over (b) the amount described in the related
definition of Class A Principal Remittance Amount after giving effect to clauses
(a) and (b) thereof.
EXCESS PROCEEDS: With respect to any Mortgage Loan (including a
Mortgage Loan as to which the related Mortgaged Property has become an REO
Property) that became a Liquidated Mortgage Loan during any Due Period, the
excess, if any, of (a) the total Net Liquidation Proceeds received in respect
thereof during such Due Period, over (b) the Principal Balance of such Mortgage
Loan as of the date such Mortgage Loan became a Liquidated Mortgage Loan plus
interest thereon at the Mortgage Rate from the date through which interest was
last paid by the Mortgagor or advanced by the Servicer to but not including the
Due Date in such Due Period.
EXCESS SPREAD: With respect to Group 1 and for a particular Payment
Date, an amount equal to the excess of (a) the sum of (i) all payments received
or advanced on account of interest on the Group 1 Mortgage Loans during the
related Due Period, (ii) amounts withdrawn from the Group 1 Interest Coverage
Account and deposited into the Group 1 Note Distribution Account for such
Payment Date and (iii) all payments received during the related Due Period with
respect to the Permanent Buydown Companion Loans in Group 1 over (b) the sum of
(i) the Class 1A Interest Remittance Amount for such Payment Date, (ii) the
Annual Trustee Expense Amount with respect to Group 1 for such Payment Date,
(iii) the Monthly Premium with respect to Group 1 for such Payment Date and (iv)
the Servicing Fee with respect to Group 1 for such Payment Date.
With respect to Group 2 and for a particular Payment Date, an amount
equal to the excess of (a) sum of (i) all payments received or advanced on
account of interest on the Group 2 Mortgage Loans during the related Due Period
and (ii) amounts withdrawn from the Group 2 Interest
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Coverage Account for such Payment Date over (b) the sum of (i) the Class 2A
Interest Remittance Amount for such Payment Date, (ii) the Annual Trustee
Expense Amount with respect to Group 2 for such Payment Date, (iii) the Monthly
Premium with respect to Group 2 for such Payment Date and (iv) the Servicing Fee
with respect to Group 2 for such Payment Date.
FANNIE MAE: Fannie Mae, formerly known as the Federal National
Mortgage Association, and any successor thereto.
FDIC: The Federal Deposit Insurance Corporation and any successor
thereto.
FIDELITY BOND: As described in Section 5.09.
FINAL ORDER: As defined in Section 6.06(b).
FINAL SCHEDULED PAYMENT DATE: March 25, 2030.
FIRST LIEN: With respect to any Group 1 Mortgage Loan which is
secured by a second priority lien, the Mortgage Loan relating to the
corresponding Mortgaged Property having a first priority lien.
FITCH: Fitch IBCA, Inc. or any successor thereto.
FREDDIE MAC: Freddie Mac, formerly known as the Federal Home Loan
Corporation, and any successor thereto.
FUNDING PERIOD: With respect to each Group, the period beginning on
the Closing Date and ending on the earlier of the date on which (a) the amount
on deposit in the related Pre-Funding Account is zero or (b) the close of
business on June 22, 2000.
GRANT: Pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Trust Estate or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such collateral or other agreement or instrument and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.
GROSS MARGIN: With respect to each Group 2 Mortgage Loan, the fixed
percentage amount set forth in the related Mortgage Note to be added to the
related Index to
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determine the Mortgage Rate on each Adjustment Date, and which is set forth in
the related Mortgage Loan Schedule.
GROUP: Either Group 1 or Group 2.
GROUP PRINCIPAL BALANCE: Either the Group 1 Principal Balance or the
Group 2 Principal Balance.
GROUP 1: (i) the Group 1 Mortgage Loans as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto and
all proceeds thereof, (ii) such assets as from time to time are identified as
REO Property with respect to Group 1 or are deposited, with respect to Group 1
in the Group 1 Note Distribution Account, Group 1 Trustee Expense Account, Group
1 Interest Coverage Account, the Group 1 Pre-Funding Account or the Group 1
Principal and Interest Account, including any amounts on deposit in the
foregoing accounts and invested in Permitted Instruments, (iii) the Indenture
Trustee's rights under all insurance policies with respect to the Group 1
Mortgage Loans required to be maintained pursuant to this Agreement and any
Insurance Proceeds with respect thereto, (iv) the Note Insurance Policy, (v)
Liquidation Proceeds with respect to Group 1 Mortgage Loans and (vi) Released
Mortgaged Property Proceeds with respect to Group 1 Mortgage Loans. The
Depositor's Yield and amounts received after the Cut-off Date in the case of
Group 1 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case
of Group 1 Subsequent Mortgage Loans, in respect of interest accrued on the
Group 1 Mortgage Loans on or prior to the Cut-off Date, or a Subsequent Cut-off
Date, as the case may be, do not constitute a part of Group 1.
GROUP 1 FUNDING PERIOD: The Funding Period with respect to Group 1.
GROUP 1 INITIAL MORTGAGE LOAN: The Initial Mortgage Loans with
respect to Group 1.
GROUP 1 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account
with respect to Group 1.
GROUP 1 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement
included in Group 1.
GROUP 1 NOTE DISTRIBUTION ACCOUNT: The Note Distribution Account
with respect to Group 1.
GROUP 1 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to
Group 1.
GROUP 1 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest
Account with respect to Group 1.
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GROUP 1 PRINCIPAL BALANCE: As of any date of determination, the
aggregate Principal Balances of the Group 1 Mortgage Loans other than the
Permanent Buydown Companion Loans in Group 1.
GROUP 1 SUBSEQUENT MORTGAGE LOAN: A Group 1 Mortgage Loan assigned
and transferred by the Seller to the Trust pursuant to Section 2.10, such Group
1 Mortgage Loan being identified on the related Mortgage Loan Schedule attached
to a Group 1 Subsequent Transfer Instrument.
GROUP 1 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Indenture
Trustee, the Issuer and the Seller substantially in the form of Exhibit T, by
which Group 1 Subsequent Mortgage Loans are transferred and assigned to the
Trust.
GROUP 1 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with
respect to Group 1.
GROUP 2: (i) the Group 2 Mortgage Loans as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto and
all proceeds thereof, (ii) such assets as from time to time are identified as
REO Property with respect to Group 2 or are deposited, with respect to Group 2,
in the Group 2 Note Distribution Account, Group 2 Trustee Expense Account, Group
2 Interest Coverage Account, the Group 2 Pre-Funding Account or the Group 2
Principal and Interest Account, including any amounts on deposit in the
foregoing accounts and invested in Permitted Instruments, (iii) the Indenture
Trustee's rights under all insurance policies with respect to the Group 2
Mortgage Loans required to be maintained pursuant to this Agreement and any
Insurance Proceeds with respect thereto, (iv) the Note Insurance Policy, (v)
Liquidation Proceeds with respect to Group 2 Mortgage Loans and (vi) Released
Mortgaged Property Proceeds with respect to Group 2 Mortgage Loans. The
Depositor's Yield and amounts received after the Cut-off Date in the case of the
Group 2 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case
of Group 2 Subsequent Mortgage Loans, in respect of interest accrued on the
Group 2 Mortgage Loans on or prior to the Cut-off Date or a Subsequent Cut-off
Date, as the case may be, do not constitute a part of Group 2.
GROUP 2 FUNDING PERIOD: The Funding Period with respect to Group 2.
GROUP 2 INITIAL MORTGAGE LOANS: The Initial Mortgage Loans with
respect to Group 2.
GROUP 2 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account
with respect to Group 2.
GROUP 2 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement
included in Group 2.
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GROUP 2 NOTE DISTRIBUTION ACCOUNT: The Note Distribution Account
with respect to Group 2.
GROUP 2 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to
Group 2.
GROUP 2 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest
Account with respect to Group 2.
GROUP 2 PRINCIPAL BALANCE: As of any date of determination, the
aggregate Principal Balances of the Group 2 Mortgage Loans.
GROUP 2 SUBSEQUENT MORTGAGE LOAN: A Group 2 Mortgage Loan assigned
and transferred by the Seller to the Trust pursuant to Section 2.10, such Group
2 Mortgage Loan being identified on the related Mortgage Loan Schedule attached
to a Group 2 Subsequent Transfer Instrument.
GROUP 2 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Indenture
Trustee, the Issuer and the Seller substantially in the form of Exhibit T, by
which Group 2 Subsequent Mortgage Loans are transferred and assigned to the
Trust.
GROUP 2 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with
respect to Group 2.
GROUP FACTOR: With respect to each Group and as of any date of
calculation, the Group 1 Principal Balance or the Group 2 Principal Balance, as
applicable, after giving effect to the distributions to be made on the related
Payment Date as of such date divided by the sum of the Original Group Principal
Balance with respect to such Group and the Principal Balances of all Subsequent
Mortgage Loans with respect to such Group as of the Subsequent Cut-off Date.
INDEMNIFIED PARTY: The meaning specified in Section 7.02 of the
Trust Agreement.
INDEPENDENT PERSON: When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Seller, the Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in any of the Issuer, the Seller or
the Servicer or any Affiliate thereof, and (c) is not connected with the Issuer,
the Seller or the Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Issuer, the Seller or the Servicer or any Affiliate thereof solely because
such Person is the beneficial owner of 1% or less of any class of securities
issued by the Issuer, the Seller or the Servicer or any Affiliate thereof, as
the case may be.
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INDENTURE: The Indenture, dated as of March 1, 2000, between the
Issuer and the Indenture Trustee.
INDENTURE TRUSTEE: LaSalle Bank National Association, or its
successor in interest, or any successor trustee appointed as provided in the
Indenture.
INDEX: With respect to the Group 2 Mortgage Loans, the index for the
adjustment of the Mortgage Rate set forth as such in the related Mortgage Note,
such index being the average of interbank offered rates for six-month U.S.
dollar-denominated deposits in the London market as published in The Wall Street
Journal "Money Rates" table, and as most recently available as of the date 45
days before such Mortgage Loan Adjustment Date if such date falls on a Friday
or, if such date does not fall on a Friday, then as most recently available as
of the Friday immediately preceding the date 45 days before each such Mortgage
Loan's Adjustment Date. If the applicable Index becomes unavailable, the
Servicer, on behalf of the Indenture Trustee, will select an alternative index
for mortgage loans on single family residential properties, based upon
comparable information, over which it has no control and which is readily
verifiable by mortgagors.
INITIAL ADJUSTMENT DATE: With respect to each Group 2 Mortgage Loan,
the first adjustment date following the origination of such Mortgage Loan.
INITIAL MORTGAGE RATE: With respect to each Group 2 Mortgage Loan,
the Mortgage Rate in effect prior to the Initial Adjustment Date.
INITIAL MORTGAGE LOAN: A Mortgage Loan assigned and transferred to
the Trust on the Closing Date.
INITIAL MORTGAGE LOANS: Collectively, the Initial Mortgage Loans.
INSURANCE AGREEMENT: The agreement dated as of the Closing Date by
and among the Note Insurer, the Seller, the Servicer, the Issuer and the
Indenture Trustee, as amended from time to time by the parties thereto, relating
to, among other things, the Premium Percentage.
INSURANCE PROCEEDS: Proceeds paid to the Indenture Trustee or the
Servicer by any insurer (except the Note Insurer) or by the Servicer pursuant to
a deductible clause under a blanket policy insuring against fire and hazards of
extended coverage on all of the Mortgage Loans pursuant to Section 5.08, in
either event pursuant to any insurance policy covering a Mortgage Loan,
Mortgaged Property, or REO Property or any other insurance policy net of any
expenses which are incurred by the Servicer or the Indenture Trustee in
connection with the collection of such proceeds and not otherwise reimbursed to
the Servicer, other than proceeds to be applied to the restoration or repair of
the Mortgaged Property, or released to the Mortgagor in accordance with
customary first and second mortgage servicing procedures in the case of Group 1
Mortgage Loans and customary first mortgage servicing procedures in the case of
Group 2 Mortgage Loans.
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INSURED PAYMENT: With respect to each Class of Class A Notes and as
of each Payment Date, the amount, if any, by which (1) the related Class A
Remittance Amount (excepting clause (c)(vi) of each of the related definitions
of Class A Principal Remittance Amount to the extent such amount is due but not
paid by the Seller) exceeds (2) the sum of (a) the related Available Remittance
Amount (minus the related Monthly Premium withdrawable from the related Note
Distribution Account to be paid to the Note Insurer pursuant to Section
6.02(i)), plus (b) (I), if such Payment Date is prior to the related Cross-Over
Date, the lower of (X) the Excess Spread deposited into the related Note
Distribution Account pursuant to Section 5.04(i) as of such Payment Date, plus
the Net Excess Spread from the other Group, if any, plus Excess Principal from
the other Group, if any, and (Y) the related Subordinated Amount, or (II), if
such Payment Date is on or after the related Cross-Over Date, that portion of
the Amount Available constituting Excess Spread with respect to the related
Group available to pay the related Class A Interest Remittance Amount pursuant
to Section 6.06(c)(A)(Y)(i) with respect to Group 1 and Section 6.06(c)(B)(Y)(i)
with respect to Group 2, plus (c) any amount transferred from the Reserve
Account to the related Note Distribution Account pursuant to Section 6.14(c)(i),
plus (d) the aggregate amount of any previous Insured Payments for which the
Note Insurer has not been reimbursed pursuant to Section 6.06(b), together with
that portion of the amounts described in the preceding clause (1) that
represents interest accrued in respect of such Insured Payments in accordance
with the definition of Class A Carry-Forward Amount; provided, however, that the
determination of Insured Payments shall not be affected in any way by any
recharacterization of the transactions contemplated by this Agreement as a
financing in any bankruptcy, insolvency or similar proceeding to which the
Seller may be subject and the related Available Remittance Amount shall for the
purpose of this definition be deemed to be decreased by the amount thereof that
has been deposited in the related Note Distribution Account but may not be
withdrawn therefrom pursuant to an order of a United States bankruptcy court of
competent jurisdiction imposing a stay pursuant to Section 362 of the United
States Bankruptcy Code.
INTEREST COVERAGE ACCOUNT: With respect to each Group, the Account
established and maintained pursuant to Section 6.13, which must be an Eligible
Account. With respect to Group 1 the Interest Coverage Account shall be known as
the Group 1 Interest Coverage Account and with respect to Group 2, the Interest
Coverage Account shall be known as the Group 2 Interest Coverage Account.
INTEREST COVERAGE ADDITION: With respect to the related Group and as
to any Payment Date, the sum of the amounts described in Sections 6.13(b),
6.13(c) and 6.13(d).
INTEREST COVERAGE AMOUNT: With respect to each Group, the amount to
be paid by the Seller to the Issuer for deposit into the related Interest
Coverage Account pursuant to Section 6.13(a). On the Closing Date, such amount
is $1,194,198.65 for Group 1 and $1,542,561.17 for Group 2. On each Subsequent
Transfer Date and with respect to each Group, such amount shall be increased by
an amount equal to the amount of interest that will accrue during the period of
deferment on the principal balance of each Deferred Payment Loan as transferred
to the Trust that would otherwise be due after the Subsequent Cut-off Date.
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ISSUER or TRUST: AFC Trust, Series 2000-1
ISSUER REQUEST: A written order or request signed in the name of the
Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee and the Note Insurer.
LAND TRUST MORTGAGE: As defined in Section 3.02(a) (xxxviii).
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan or REO
Property as to which the Servicer has determined that all amounts which it
reasonably and in good faith expects to recover have been recovered from or on
account of such Mortgage Loan or REO Property.
LIQUIDATION PROCEEDS: Any cash amounts received in connection with
the liquidation of defaulted Mortgage Loans, whether through trustee's sale,
foreclosure sale, REO Disposition or otherwise, and any other amounts required
to be deposited in the Principal and Interest Account pursuant to Section 5.10.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator of which is the original Principal Balance of the related Mortgage
Loan and the denominator of which is the Appraised Value at the time of
origination of the related Mortgaged Property.
LOSS COVERAGE RATIO: With respect to any Payment Date and Group, a
fraction, expressed as a percentage, (1) the numerator of which equals the sum
of (i) the product of (A) the sum of (I) 15% of the aggregate principal balance
of all Mortgage Loans in such Group (other than Permanent Buydown Companion
Loans) that are 30-59 days Delinquent, plus (II) 30% of the aggregate Principal
Balance of all Mortgage Loans (other than Permanent Buydown Companion Loans) in
such Group that are 60-89 Delinquent, plus (III) 70% of the aggregate Principal
Balance of all Mortgage Loans (other than Permanent Buydown Companion Loans) in
such Group that are 90 or more days Delinquent, in each case as of the close of
business on the last day of the immediately preceding calendar month and
including Mortgage Loans (other than Permanent Buydown Companion Loans) that are
in foreclosure (but excluding Mortgage Loans that have been converted to REO
Properties), plus (IV) 100% of the aggregate Principal Balance of all Mortgage
Loans (other than Permanent Buydown Companion Loans) in such Group that have
been converted to REO Properties, times (B) the greater of (1) the Original
Predicted Loss Severity prior to the Loss Trigger Date and (2) on or after the
Loss Trigger Date, the Actual Loss Severity for such Group, plus (ii) the
Cumulative Losses for such Group, and (b) the denominator of which is the
Subordinated Amount for such Group on the Closing Date.
LOSS TRIGGER DATE: With respect to each Group, the date that is
earlier of (i) the 30th Payment Date and (ii) the first Payment Date after which
the related Group has incurred Realized Losses with respect to at least 20
Liquidated Mortgage Loans (other than Permanent Buydown Companion Loans) in such
Group.
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MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Certificates
possessing in excess of 50% of the Percentage Interests therein.
MAJORITY NOTEHOLDERS: With respect to Group 1, the Class 1A Majority
Noteholders. With respect to Group 2, the Class 2A Majority Noteholders.
MANUFACTURED HOME: A manufactured home within the meaning of 42
United States Code Section 5402(6).
MANUFACTURED HOME LOAN: Any Mortgage Loan which is secured by a
first lien on real estate to which a Manufactured Home has been permanently
affixed.
MAXIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan,
the maximum rate of interest set forth in the related Mortgage Note.
MINIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan,
the minimum rate of interest set forth in the related Mortgage Note.
MIXED USE LOAN: Any Group 1 Mortgage Loan which is secured by a
mixed residential and commercial structure.
MIXED USE PROPERTY: With respect to Group 1 Mortgage Loans, a
property which consists of a mixed residential and commercial structure.
MONTHLY ADVANCE: An advance made by the Servicer pursuant to Section
6.09.
MONTHLY PAYMENT: The scheduled monthly payment or Periodic
Payment(s) of principal and/or interest required to be made by a Mortgagor on
the related Mortgage Loan during any month, as set forth in the related Mortgage
Note.
MONTHLY PREMIUM: With respect to each Group, the monthly premium
payable to the Note Insurer equal to the product of (i) one-twelfth of the then
applicable Premium Percentage and (ii) the then outstanding related Class 1A
Note Principal Balance or Class 2A Note Principal Balance.
MOODY'S: Moody's Investors Service, Inc. or any successor thereto.
MORTGAGE: The mortgage, deed of trust, Land Trust Mortgage or other
instrument creating a first or second lien in accordance with applicable law on
a Mortgaged Property.
MORTGAGE FILE: As described in Exhibit A annexed hereto.
MORTGAGE IMPAIRMENT INSURANCE POLICY: As described in Section 5.08.
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MORTGAGE LOAN: An individual mortgage loan which is assigned and
transferred to the Trust pursuant to this Agreement or a Subsequent Transfer
Instrument, together with the rights and obligations of a holder thereof and
payments thereon and proceeds therefrom, the Mortgage Loans originally subject
to this Agreement being identified on the Mortgage Loan Schedule annexed hereto
as Exhibits H-1 and H-2. As applicable, Mortgage Loan shall be deemed to refer
to the related REO Property.
MORTGAGE LOAN SCHEDULE: With respect to each Group, the schedule of
Mortgage Loans attached hereto as Exhibit H-1 or H-2, as supplemented by each
schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer
Instrument, as such schedule may be amended or supplemented from time to time,
such schedule identifying each Mortgage Loan by address of the Mortgaged
Property and the name of the Mortgagor and setting forth as to each Mortgage
Loan the following information: (i) the Principal Balance as of the Cut-off Date
or Subsequent Cut-off Date, (ii) the account number, (iii) the original
principal amount, (iv) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio,
as the case may be, as of the date of origination of the related Mortgage Loan,
(v) the Due Date, (vi) the first date on which a Monthly Payment is due under
the Mortgage Note, (vii) the Monthly Payment, (viii) the maturity date of the
related Mortgage Note, (ix) the remaining number of months to maturity as of the
Cut-off Date or Subsequent Cut-off Date, (x) the applicable Mortgaged Property
State, (xi) the current Mortgage Rate and (xii) with respect to the Group 2
Mortgage Loans only: (1) the Gross Margin, (2) the next Adjustment Date after
the Cut-off Date, (3) the Maximum Mortgage Rate, (4) the Minimum Mortgage Rate
and (5) the Index.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE RATE: With respect to each Group 1 Mortgage Loan, the fixed
annual rate of interest borne by the related Mortgage Note, as shown on the
related Mortgage Loan Schedule. With respect to each Group 2 Mortgage Loan, the
annual rate of interest borne by the related Mortgage Note from time to time.
MORTGAGED PROPERTY: A Single Family Property, Multifamily Property,
Mixed Use Property or Commercial Property which secures a Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
MULTIFAMILY LOAN: Any Mortgage Loan which is secured by Multifamily
Property.
MULTIFAMILY PROPERTY: With respect to a Mortgage Loan, a residential
property consisting of five or more dwelling units.
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NET EXCESS AMOUNT AVAILABLE: With respect to any Group and for a
particular Payment Date, the sum of (i) the Available Remittance Amount for such
Group (reduced by the related Monthly Premium to be paid to the Note Insurer
pursuant to Section 6.04) and (ii) any Insured Payments with respect to such
Group.
NET EXCESS PRINCIPAL: With respect to any Group and for a particular
Payment Date, the Excess Principal for such Group remaining after the
application thereof to cover an Available Funds Shortfall with respect to the
other Group.
NET EXCESS SPREAD: With respect to any Group and for a particular
Payment Date, the Excess Spread for such Group remaining after the application
thereof to cover Required Payments with respect to such Group (other than in
respect of the Class A Principal Remittance Amount after the related Cross-Over
Date).
NET LIQUIDATION PROCEEDS: Liquidation Proceeds net of (i) any
reimbursements to the Servicer made therefrom pursuant to Section 5.04(ii) and
(ii) any related accrued and unpaid Annual Trustee Expense Amounts as of the
date on which such Liquidation Proceeds were received.
NET MORTGAGE RATE: With respect to each Mortgage Loan, and at any
time, the per annum rate equal to the related Mortgage Rate less the Servicing
Fee Rate.
NONRECOVERABLE ADVANCES: With respect to any Mortgage Loan, (i) any
Servicing Advance or Monthly Advance previously made and not reimbursed from
late collections pursuant to Section 5.04, or (ii) a Servicing Advance proposed
to be made in respect of a Mortgage Loan or REO Property which, in the good
faith business judgment of the Servicer would not be ultimately recoverable from
late collections, Released Mortgaged Property Proceeds, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property.
NOTE: Any Class 1A Note or Class 2A Note executed by the Issuer and
authenticated by the Indenture Trustee, substantially in the applicable form
annexed as Exhibits A-1 and A-2 to the Indenture.
NOTE DISTRIBUTION ACCOUNT: With respect to each Group, as described
in Section 6.01. With respect to Group 1, the Note Distribution Account shall be
known as the Group 1 Note Distribution Account and with respect to Group 2, the
Note Distribution Account shall be known as the Group 2 Note Distribution
Account.
NOTEHOLDER or HOLDER: The Person in whose name a Note is registered
in the Note Register, except that, solely for the purposes of giving any
consent, waiver, request or demand pursuant to this Agreement, any Note
registered in the name of the Seller, the Servicer or any Subservicer, or
registered in the name of any Person known to a Responsible Officer of the
Indenture Trustee to be an Affiliate of any of them, shall be deemed not to be
outstanding and the undivided
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Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite Percentage Interest of Notes necessary to
effect any such consent, waiver, request or demand has been obtained. For
purposes of any consent, waiver, request or demand of Noteholders pursuant to
this Agreement, upon the Indenture Trustee's request, the Seller, the Servicer
and any Subservicer shall provide to the Indenture Trustee a notice identifying
any of their respective affiliates that is a Noteholder as of the date(s)
specified by the Indenture Trustee in such request. All references to "Holders"
or "Noteholders" shall reflect the rights of Note Owners as they may indirectly
exercise such rights through the Depository and participating members thereof,
except as otherwise specified herein; provided, however, that the Indenture
Trustee shall be required to recognize as a "Holder" or "Noteholder" only the
Person in whose name a Note is registered in the Note Register.
NOTE INSURANCE POLICY: The note guaranty surety bond, policy number
00010174, dated the Closing Date, issued by the Note Insurer for the benefit of
the Holders of the Notes, pursuant to which the Note Insurer guarantees Insured
Payments, a copy of which is attached hereto as Exhibit O.
NOTE INSURER: Financial Guaranty Insurance Company, a New York stock
insurance corporation, or any successor thereof, as issuer of the Note Insurance
Policy.
NOTE INTEREST RATE: As to any Payment Date, any of the Class 1A Note
Interest Rate or the Class 2A Note Interest Rate.
NOTE OWNER: With respect to a Book-Entry Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person maintaining an account with the Depository (directly or as
an indirect participant, in accordance with the rules of the Depository).
NOTE PRINCIPAL BALANCE: As of any date of determination, either the
Class 1A Note Principal Balance or the Class 2A Note Principal Balance.
NOTE REGISTER: The register maintained by the Note Registrar in
which the Note Registrar shall provide for the registration of Notes and of
transfers and exchanges of Notes.
NOTE REGISTRAR: Initially, the Indenture Trustee, and thereafter,
any successor appointed pursuant to Section 4.02 of the Indenture.
NOTICE: As defined in Section 6.06(b).
OFFICER'S CERTIFICATE: A certificate delivered to the Indenture
Trustee signed by the President or an Executive Vice President or a Senior Vice
President or a Vice President or an Assistant Vice President of either the
Seller or the Servicer, as required by this Agreement.
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ONE-MONTH LIBOR: With respect to the Class 1A and Class 2A Notes, as
determined by the Indenture Trustee on the second Business Day preceding the
beginning of each Accrual Period, the London interbank offered rate for the
relevant Accrual Period for one-month U.S. dollar deposits for a term equal to
the relevant Accrual Period as such rates appear on Telerate Page 3750, as of
11:00 a.m. (London time) on such date. If such rate does not appear on Telerate
Page 3750, the rate for that day will be determined on the basis of the rates at
which deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to banks in the London
interbank market for a term equal to the relevant Accrual Period. The Indenture
Trustee will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that day will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that day
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for loans in United States dollars to leading European banks for a term
equal to the relevant Accrual Period. If the Indenture Trustee is unable to
determine One Month LIBOR for an Accrual Period, the rate for such Accrual
Period shall be One Month LIBOR as determined for the previous Accrual Period.
Notwithstanding the foregoing, however, One-Month LIBOR for an Accrual Period
shall not be based on One-Month LIBOR for the previous Accrual Period for three
consecutive Accrual Periods. If, under the priorities described above, One-Month
LIBOR for an Accrual Period would be based on One-Month LIBOR for the previous
Accrual Period for the second consecutive Accrual Period, the Indenture Trustee
shall select a comparable alternative index (over which the Indenture Trustee
has no control) used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent third
party.
OPINION OF COUNSEL: A written opinion of counsel, who may, without
limitation, be counsel for the Servicer, reasonably acceptable to the Indenture
Trustee and experienced in matters relating to the subject of such opinion.
ORIGINAL CLASS 1A NOTE PRINCIPAL BALANCE: $100,000,000.
ORIGINAL CLASS 2A NOTE PRINCIPAL BALANCE: $139,000,000.
ORIGINAL GROUP PRINCIPAL BALANCE: Either the Original Group 1
Principal Balance or the Original Group 2 Principal Balance, as applicable.
ORIGINAL GROUP 1 PRINCIPAL BALANCE: The aggregate Cut-off Date
Principal Balances of the Group 1 Initial Mortgage Loans, other than the
Permanent Buydown Companion Loans in Group 1, which amount is equal to
$65,333,204.47.
ORIGINAL GROUP 2 PRINCIPAL BALANCE: The aggregate Cut-off Date
Principal Balances of the Group 2 Initial Mortgage Loans, which amount is equal
to $90,300,887.85.
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ORIGINAL POOL PRINCIPAL BALANCE: $155,634,092.59, equal to the sum
of the Original Group 1 Principal Balance and the Original Group 2 Principal
Balance.
ORIGINAL PRE-FUNDED AMOUNT: With respect to each Group, the amount
deposited by the Seller in the related Pre-Funding Account on the Closing Date,
which amount is $39,929,953.42 for Group 1 and $55,477,822.18 for Group 2.
ORIGINAL PREDICTED LOSS SEVERITY: As defined in the Insurance
Agreement.
OUTSTANDING: With respect to the Notes, as of the date of
determination, all Notes previously executed, authenticated and delivered under
the Indenture except:
(i) Notes previously cancelled by the Note Registrar or delivered to the
Indenture Trustee for cancellation; and
(ii) Notes in exchange for or in lieu of which other Notes have been
executed, authenticated and delivered pursuant to the Indenture
unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a holder in due course.
All Notes that have been paid with funds provided under the Note Insurance
Policy shall be deemed to be Outstanding until the Note Insurer has been
reimbursed with respect thereto.
OVERCOLLATERALIZATION AMOUNT: With respect to any Group and for a
particular Payment Date, the excess, if any, of (i) the sum of (a) the related
Group Principal Balance, (b) the related Pre-Funded Amount and (c) the amount,
if any, on deposit in the Reserve Account as of the close of business on the
last day of the related Due Period over (ii) the related Class A Note Principal
Balance after giving effect to distributions of the related Class A Principal
Remittance Amount for such Group on such Payment Date.
OWNER-OCCUPIED MORTGAGED PROPERTY: A Residential Dwelling that the
related Mortgagor represented an intent to occupy as such Mortgagor's primary,
secondary or vacation residence at the origination of the Mortgage Loan.
OWNER TRUST ESTATE: The corpus of the Issuer created by the Trust
Agreement which consists of items referred to in Section 2.05 of the Trust
Agreement.
OWNER TRUSTEE: Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, and its
successors and assigns or any successor owner trustee appointed pursuant to the
terms of the Trust Agreement.
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PAYING AGENT: Initially, the Indenture Trustee, and thereafter, the
Indenture Trustee or any other Person that meets the eligibility standards for
the Paying Agent appointed pursuant to Section 3.03 of the Indenture and is
authorized by the Indenture Trustee to make payments on the Notes on behalf of
the Indenture Trustee.
PAYMENT DATE: The 25th day of any month or if such 25th day is not a
Business Day, the first Business Day immediately following, commencing on April
25, 2000.
PERCENTAGE INTEREST: With respect to a Class 1A or Class 2A Note,
the portion of the Class evidenced by such Note, expressed as a percentage
rounded to four decimal places, equivalent to a fraction the numerator of which
is the Note Principal Balance of such Note and the denominator of which is the
aggregate of Note Principal Balances of all Notes.
PERIODIC PAYMENT: With respect to any Periodic Payment Loan, as of
any date of determination, the scheduled payment of principal and/or interest
required to be made by a Mortgagor as set forth in the related Mortgage Note.
PERIODIC PAYMENT LOANS: Any Mortgage Loan that provided, on the date
of origination, for Periodic Payments to be made every twenty-eight (28) days.
PERIODIC RATE CAP: With respect to each Group 2 Mortgage Loan, the
provision in each Mortgage Note that limits permissible increases and decreases
in the Mortgage Rate on any Adjustment Date to not more than one percentage
point, or, with respect to the Group 2 Mortgage Loans which are subject to an
adjustment after an initial twenty-four or thirty-six month period, increase to
not more than three percentage points on the initial Adjustment Date only.
PERMANENT BUYDOWN LOAN: A Mortgage Loan made to a Mortgagor together
with a Permanent Buydown Companion Loan.
PERMANENT BUYDOWN COMPANION LOAN: A Mortgage Loan made to a
Mortgagor together with a Permanent Buydown Loan, at origination of such
Permanent Buydown Loan, for the purpose of financing the buydown of the interest
rate on such Permanent Buydown Loan.
PERMITTED INSTRUMENTS: As used herein, Permitted Instruments shall
include the following:
(i) direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and
interest by, the United States or any agency or instrumentality thereof,
provided such obligations are backed by the full faith and credit of the
United States, Freddie Mac senior debt obligations, and Fannie Mae senior
debt obligations, but excluding any of such securities whose terms do not
provide for payment of a fixed dollar amount upon maturity or call for
redemption;
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(ii) federal funds, certificates of deposit, time and demand
deposits and banker's acceptances of any bank or trust company
incorporated under the laws of the United States or any state thereof (in
each case having maturities of less than 365 days), provided that the
short-term debt obligations of such bank or trust company at the date of
acquisition thereof have been rated "A-1+" or better by S&P and Prime-1 by
Moody's;
(iii) deposits of any bank or savings and loan association, provided
that the long-term unsecured debt obligations of such bank or savings and
loan association have been rated Baa3 or better by Moody's or "BBB+" or
better by S&P and which has combined capital, surplus and undivided
profits of at least $3,000,000, which deposits are insured by the Bank
Insurance Fund or the Savings Association Insurance Fund of the FDIC;
(iv) commercial paper (having original maturities of not more than
180 days) or demand notes rated "A-1" or better by S&P and Prime-1 by
Moody's and issued by an entity having a long-term rating of A2 or better
by Moody's;
(v) investments in money market funds rated "AAAm" or "AAAm-G" by
S&P and Aaa by Moody's; and
(vi) investments approved by the Rating Agencies and the Note
Insurer in writing delivered to the Indenture Trustee;
provided that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations; and provided, further,
that no instrument described hereunder may be purchased at a price greater than
par.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, national banking association,
unincorporated organization or government or any agency or political subdivision
thereof.
PLAN: Any employee benefit plan within the meaning of Section 3(3)
of ERISA or a plan within the meaning of Section 4975(e)(1) of the Code.
POOL PRINCIPAL BALANCE: As of any date of determination, the
aggregate of the Group 1 Principal Balance and the Group 2 Principal Balance.
PREFERENCE AMOUNT: As defined in Section 6.06(b).
PRE-FUNDED AMOUNT: With respect to each Group and with respect to
any Determination Date, the amount on deposit in the related Pre-Funding
Account.
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PRE-FUNDING ACCOUNT: With respect to each Group, the account
established and maintained pursuant to Section 6.12. With respect to Group 1,
the Pre-Funding Account shall be known as the Group 1 Pre-Funding Account and,
with respect to Group 2, the Pre-Funding Account shall be known as the Group 2
Pre-Funding Account.
PREMIUM PERCENTAGE: With respect to each Group and as of any Payment
Date, the percentage designated as such in the Insurance Agreement.
PREPAYMENT ASSUMPTION: With respect to Group 1, 2% per annum of the
then outstanding principal balance of the Group 1 Mortgage Loans in the first
month of the life of the Group 1 Mortgage Loans, and an additional 1.2% per
annum in each month thereafter until the twenty-first month and in each month
thereafter during the life of the Group 1 Mortgage Loans, 26% per annum each
month. With respect to Group 2, an assumed constant rate of prepayment equal to
28% per annum.
PRINCIPAL AND INTEREST ACCOUNT: With respect to each Group, the
principal and interest account established by the Servicer pursuant to Section
5.03. With respect to Group 1, the Principal and Interest Account shall be known
as the Group 1 Principal and Interest Account and, with respect to Group 2, the
Principal and Interest Account shall be known as the Group 2 Principal and
Interest Account.
PRINCIPAL BALANCE: With respect to any Mortgage Loan or related REO
Property, at any date of determination, (i) the Cut-off Date Principal Balance
of such Mortgage Loan (or the principal balance outstanding as of the Subsequent
Cut-off Date with respect to a Subsequent Mortgage Loan or as of the applicable
substitution date with respect to a Qualified Substitute Mortgage Loan), after
application of principal payments received on or before such Cut-off Date (or on
or before such Subsequent Cut-off Date or substitution date), minus (without
duplication) (ii) the sum of (a) the principal portion of the Monthly Payments
received during each Due Period ending prior to the most recent Payment Date and
deposited in the related Principal and Interest Account pursuant to Section
5.03, and (b) all Principal Prepayments, Curtailments, Excess Payments,
Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property
Proceeds and net income from any REO Property to the extent applied by the
Servicer as recoveries of principal, which were distributed pursuant to Section
6.06 on any previous Payment Date. The Principal Balance of any Liquidated
Mortgage Loan in the month following the month in which such loan became a
Liquidated Mortgage Loan is zero.
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on
a Mortgage Loan equal to the outstanding principal balance thereof, received in
advance of the final scheduled Due Date which is intended to satisfy a Mortgage
Loan in full.
PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE: With respect to each
Group, the proposed schedule of mortgage loans or potential mortgage loans from
which the majority of the Subsequent Mortgage Loans will be obtained, attached
hereto as Exhibit R.
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PROSPECTUS: The prospectus and prospectus supplement, as
supplemented, prepared by the Seller in connection with the initial issuance and
sale of the Class 1A and Class 2A Notes.
PURCHASE PRICE: As defined in Section 5.11.
QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by
the Seller for a Deleted Mortgage Loan pursuant to Section 2.05 or 3.03, which,
(A) with respect to any Group 1 Mortgage Loan, (i) has a fixed
mortgage interest rate of not less than (and not more than two percentage
points higher than) the Mortgage Rate of the Deleted Mortgage Loan; (ii)
relates to the same type of Mortgaged Property as the Deleted Mortgage
Loan and has the same lien priority as the Deleted Mortgage Loan; (iii)
has a remaining term to maturity no greater than (and not more than one
year less than that of) the Deleted Mortgage Loan; (iv) has a
Loan-to-Value Ratio, or a Combined Loan-to-Value Ratio, as the case may
be, no higher than that of the Deleted Mortgage Loan; (v) has a principal
balance (after application of all payments received on or prior to the
date of substitution) equal to or less than the Principal Balance of the
Deleted Mortgage Loan as of such date; (vi) has the same or lower credit
risk, as measured by credit risk category, under the Seller's underwriting
guidelines; and (vii) complies with each representation and warranty set
forth in Sections 3.01, 3.02(a) and 3.02(b), and
(B) with respect to any Group 2 Mortgage Loan, (i) has a Maximum
Mortgage Rate no lower than (and not more than two percentage points
higher than) the Maximum Mortgage Rate of the Deleted Mortgage Loan, and
has a Minimum Mortgage Rate no lower than (and not more than one
percentage point higher than) the Minimum Mortgage Rate of the Deleted
Mortgage Loan; (ii) has the same Index and Periodic Rate Cap as that of
the Deleted Mortgage Loan and a Gross Margin not less than that of the
Deleted Mortgage Loan and, if Mortgage Loans equal to 1% or more of the
Pool Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
have become Deleted Mortgage Loans, not more than two percentage points
more than that of the Deleted Mortgage Loan; (iii) shall be accruing
interest at a rate no lower than and not more than 1% per annum higher
than, that of the Deleted Mortgage Loan; (iv) has a principal balance
(after application of all payments received on or prior to the date of
substitution) equal to or less than the Principal Balance of the Deleted
Mortgage Loan as of such date; (v) has a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (vi) has a remaining term to
maturity no greater than (and not more than one year less than that of)
the Deleted Mortgage Loan; (vii) has the same or lower credit risk, as
measured by credit risk category, under the Seller's underwriting
guidelines; (viii) has a Net Mortgage Rate (net of any portion of the
interest on such Mortgage Loan that may be retained by the Seller) within
two percentage points of that of the Deleted Mortgage Loan; and (ix)
complies with each representation and warranty set forth in Sections 3.01,
3.02(a) and 3.02(c).
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RATING AGENCIES: Shall mean, collectively, Moody's, S&P and Fitch.
REALIZED LOSS: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or greater than the related Principal Balance
(excluding, with respect to a Permanent Buydown Loan, the principal balance of
the related Permanent Buydown Companion Loan) as of the date of liquidation)
equal to the outstanding Principal Balance of such Mortgage Loan (excluding,
with respect to a Permanent Buydown Loan, the principal balance of the related
Permanent Buydown Companion Loan) as of the date of liquidation minus that
portion of Net Liquidation Proceeds (excluding, with respect to a Permanent
Buydown Loan, any Net Liquidation Proceeds attributable to the related Permanent
Buydown Companion Loan) actually distributed to Class A Noteholders pursuant to
Section 6.06(c) in respect of such Liquidated Mortgage Loan, it being understood
that all Net Liquidation Proceeds are first applied to reduce the principal
balance of the Permanent Buydown Loan until such principal balance has been
reduced to zero, and then applied to the principal balance of the Permanent
Buydown Companion Loan.
RECORD DATE: The Business Day immediately preceding the related
Payment Date.
REFERENCE BANKS: Such leading banks selected by the Indenture
Trustee and engaged in transactions in Eurodollar deposits in the international
Eurocurrency market.
REGISTERED HOLDER: The Person in whose name a Note is registered in
the Note Register on the applicable Record Date.
REIMBURSABLE AMOUNTS: As of any date of determination, an amount
payable to the Servicer or the Seller with respect to (i) Monthly Advances and
Servicing Advances not previously reimbursed and (ii) any advances reimbursable
pursuant to Section 9.01 and not previously reimbursed pursuant to Section
6.03(c) or 6.06(c).
RELATED DOCUMENTS: With respect to each Mortgage Loan, the documents
listed in Section 2.04 hereof.
RELEASED MORTGAGED PROPERTY PROCEEDS: As to any Mortgage Loan,
proceeds received by the Servicer in connection with (a) a taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation or
(b) any release of part of the Mortgaged Property from the lien of the related
Mortgage, whether by partial condemnation, sale or otherwise; which are not
released to the Mortgagor in accordance with applicable law, customary mortgage
servicing procedures and this Agreement.
REMAINING NET EXCESS SPREAD: With respect to any Group and for a
particular Payment Date, the Net Excess Spread for such Group remaining after
the application thereof to cover an Available Funds Shortfall with respect to
the other Group.
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REO DISPOSITION: The final sale of a Mortgaged Property acquired in
foreclosure or by deed in lieu of foreclosure.
REO PROPERTY: As defined in Section 5.10.
REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Group and
at any time, the overcollateralization amount required by the Note Insurer and
set forth as the "Required Overcollateralization Amount" in the Insurance
Agreement with respect to each Group.
REQUIRED PAYMENTS: With respect to any Group and for a particular
Payment Date, the amount required to pay the Class A Interest Remittance Amount
with respect to the related Class of Notes, the Class A Principal Remittance
Amount with respect to the related Class of Notes, the related Annual Trustee
Expense Amount and the related Monthly Premium to be paid to the Note Insurer
pursuant to Section 6.04.
RESERVE ACCOUNT: The Account established and maintained pursuant to
Section 6.14, which must be an Eligible Account.
RESERVE ACCOUNT DEPOSIT: With respect to each Group, the amount set
forth in the Insurance Agreement Supplement which is required by the Note
Insurer to be deposited in the Reserve Account pursuant to Section 6.14(a)(i).
RESIDENTIAL DWELLING: A one- to four-family dwelling, a unit in a
planned unit development, a unit in a condominium development or a manufactured
home.
RESPONSIBLE OFFICER: When used with respect to the Indenture
Trustee, any officer assigned to the Asset-Backed Securities Trust Services
Department (or any successor thereto), including any Vice President, Senior
Trust Officer, Trust Officer, Assistant Trust Officer, any Assistant Secretary,
any trust officer or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above officers and
having direct responsibility for the administration of this Agreement, and also,
with respect to a particular matter, any other officer, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject. When used with respect to the Seller or the Servicer, the
President or any Executive Vice President, Senior Vice President, Vice
President, Assistant Vice President, or any Secretary or Assistant Secretary, or
any Treasurer or Assistant Treasurer.
SECTION 32 LOAN: A Mortgage Loan subject to the Home Ownership and
Equity Protection Act of 1994.
SECURITY: Any of the Certificates or Notes.
SECURITYHOLDER or HOLDER: Any Noteholder or a Certificateholder.
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SECURITY INSTRUMENT: A written instrument creating a valid first
lien on a Mortgaged Property securing a Mortgage Note, which may be any
applicable form of mortgage, deed of trust, deed to secure debt or security
deed, including any riders or addenda thereto.
SELLER: Superior Bank FSB, a federally chartered stock savings bank,
and any successor thereto.
SERIES: 2000-1.
SERVICER: Superior Bank FSB, or any successor appointed as provided
herein.
SERVICER'S CERTIFICATE: As defined in Section 6.08.
SERVICER'S MONTHLY REMITTANCE REPORT: A report prepared by the
Servicer substantially in the form of Exhibit Q.
SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of the Mortgaged Property, including without
limitation advances in respect of real estate taxes and assessments and
insurance premiums on fire, hazard and flood insurance policies, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of an REO Property, (iv) compliance with the
obligations under Sections 5.01(e), 5.02, 5.05, 5.07, 5.15 and Article XIII,
which Servicing Advances are reimbursable to the Servicer to the extent provided
in this Agreement and (v) in connection with the liquidation of a Group 1
Mortgage Loan, expenditures relating to the purchase or maintenance of the First
Lien pursuant to Section 5.14, for all of which costs and expenses the Servicer
is entitled to reimbursement in accordance with this Agreement. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required to be
made hereunder if such Servicing Advance would, if made, constitute a
Nonrecoverable Advance. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate delivered to the Note Insurer, the Seller and the Indenture Trustee
no later than the Business Day following such determination.
SERVICING COMPENSATION: The Servicing Fee and other amounts to which
the Servicer is entitled pursuant to Section 7.03. The Servicer's right to
Servicing Compensation may be reduced as set forth in Section 6.10.
SERVICING FEE: As to each Mortgage Loan (including any Mortgage Loan
as to which the related Mortgaged Property has become REO Property), the annual
fee payable to the Servicer. Such fee shall be calculated and payable monthly
only from the amounts received in respect of interest on such Mortgage Loan and
shall be computed by multiplying (i) the principal
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balance on which interest accrues on the Mortgage Loan by (ii) the Servicing Fee
Rate and by further multiplying the product thereof by (iii) a fraction, the
numerator of which is the number of days in the period elapsed since the date to
which interest was last paid by the Mortgagor or advanced by the Servicer and
the denominator of which is the number of days in the annual period for which
interest accrues on the related Mortgage Loan. The Servicing Fee is payable
solely from the interest portion of (i) Monthly Payments, (ii) Liquidation
Proceeds, (iii) Insurance Proceeds or (iv) Released Mortgaged Property Proceeds
collected by the Servicer, or as otherwise provided in Section 5.04. The
Servicing Fee includes any servicing fees owed or payable to any Subservicer.
SERVICING FEE RATE: 0.65% per annum.
SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appears on a list of servicing officers annexed to
an Officer's Certificate furnished on the Closing Date to the Indenture Trustee
and the Noteholders by the Servicer, as such list may from time to time be
amended.
SINGLE FAMILY PROPERTY: A one- to four-family residential property
individual condominium unit, manufactured home, or unit in a planned unit
development.
SINGLE NOTE: A Note in the amount of $1,000.
S&P: Standard & Poor's Ratings Services, A Division of the
McGraw-Hill Companies, Inc., or any successor thereto.
SPECIAL POWER OF ATTORNEY: As defined in Section 2.04(f).
SUBORDINATED AMOUNT: With respect to each Group, the amount set
forth as such in the Insurance Agreement.
SUBSERVICER: Any Person with whom the Servicer has entered into a
Subservicing Agreement and who satisfies any requirements set forth in Section
5.01(a) in respect of the qualification of a Subservicer.
SUBSERVICING AGREEMENT: Any agreement relating to subservicing
and/or administration of certain Mortgage Loans as provided in Section 5.01(a),
a copy of which shall be delivered, along with any modifications thereto, to the
Indenture Trustee.
SUBSEQUENT CUT-OFF DATE: With respect to those Subsequent Mortgage
Loans which are transferred and assigned to the Trust pursuant to a Subsequent
Transfer Instrument, the close of business on the day prior to the related
Subsequent Transfer Date.
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SUBSEQUENT MORTGAGE LOAN: A Group 1 Subsequent Mortgage Loan or a
Group 2 Subsequent Mortgage Loan.
SUBSEQUENT TRANSFER DATE: The date on which a Subsequent Mortgage
Loan is transferred and assigned to the Trust, which date shall be no later than
June 22, 2000.
SUBSEQUENT TRANSFER INSTRUMENT: A Group 1 Subsequent Transfer
Instrument or a Group 2 Subsequent Transfer Instrument.
SUBSTITUTION ADJUSTMENT: As to any date on which a substitution
occurs pursuant to Sections 2.05 or 3.03, the amount (if any) by which the
aggregate principal balances (after application of principal payments received
on or before the date of substitution) of any Qualified Substitute Mortgage
Loans as of the date of substitution, are less than the aggregate of the
Principal Balances, together with accrued and unpaid interest thereon to the
date of substitution, of the related Deleted Mortgage Loans.
TELERATE PAGE 3750: The display page currently so designated on the
Dow Jones Telerate Service (or such other page as may replace the page on that
service for the purpose of displaying comparable rates or prices).
TERMINATION PRICE: As defined in Section 11.01.
TRANSFER AFFIDAVIT: As defined in Section 4.02(c)(ii).
TRANSFER CERTIFICATE: As defined in Section 4.02(c)(ii).
TRIGGER EVENT: (A) If with respect to either Group (a) on the sixth
Payment Date or on any Payment Date thereafter prior to the twelfth Payment
Date, the Loss Coverage Ratio is greater than or equal to 40%, (b) on the
twelfth Payment Date or on any Payment Date thereafter prior to the eighteenth
Payment Date, the Loss Coverage Ratio is greater than or equal to 50%, (c) on
the eighteenth Payment Date or on any Payment Date thereafter prior to the
twenty-fourth Payment Date, the Loss Coverage Ratio is greater than or equal to
60%, (d) on the twenty-fourth Payment Date or on any Payment Date thereafter
prior to the thirty-sixth Payment Date, the Loss Coverage Ratio is greater than
or equal to 70%, or (e) on the thirty-sixth Payment Date or on any Payment Date
thereafter, the Loss Coverage Ratio is greater than or equal to 80%; or
(B) Superior Bank FSB in its capacity as Servicer, fails to maintain
at any time a net worth equal to the greater of $80,000,000 and 6.00% of
Superior Bank FSB's total balance sheet assets as of its most recent financial
statements, in each case computed in accordance with generally accepted
accounting principles.
TRUST or ISSUER: AFC Trust, Series 2000-1.
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TRUST AGREEMENT: The Trust Agreement, dated as of March 1, 2000
between Superior Bank FSB and the Owner Trustee.
TRUST ESTATE: Collectively, Group 1, Group 2, the Reserve Account
and the rights to any Cap Agreement.
TRUSTEE EXPENSE ACCOUNT: With respect to each Group, the account
established and maintained by the Indenture Trustee in accordance with Section
6.03. With respect to Group 1, the Trustee Expense Account shall be known as the
Group 1 Trustee Expense Account and with respect to Group 2, the Trustee Expense
Account shall be known as the Group 2 Trustee Expense Account.
TRUST INDENTURE ACT or TIA: The Trust Indenture Act of 1939, as
amended from time to time, as in effect on any relevant date.
TRUSTEE'S MORTGAGE FILE: The documents delivered to the Indenture
Trustee or the Custodian pursuant to Section 2.04.
UCC: The Uniform Commercial Code, as amended from time to time, as
in effect in any specified jurisdiction.
UNDERCOLLATERALIZATION AMOUNT: With respect to any Payment Date the
excess, if any, of (A) the aggregate Class A Note Principal Balance immediately
preceding that Payment Date minus the sum of (i) all amounts (excluding that
portion of Insured Payments, if any, to be made in respect of principal) to be
distributed to the Class A Noteholders in respect of principal on such Payment
Date on account of amounts described in clauses (c)(i) through (c)(iii),
inclusive, and clauses (c)(v) (to the extent the amount in clause (c)(v)
represents a right to receive principal not previously covered by an Insured
Payment) and (c)(vi) of the definition of Class A Principal Remittance Amount,
and (ii) all amounts distributed to the Class A Noteholders as a mandatory
prepayment pursuant to the last paragraph of Section 6.06(c) (only on the
Payment Date occurring on June 26, 2000), over (B) the sum of (i) the Pool
Principal Balance at the beginning of the related Due Period plus (ii) the
Pre-Funded Amounts minus the sum of (x) the principal portion of the Monthly
Payments received during the related Due Period and deposited in the Principal
and Interest Accounts pursuant to Section 5.03, and all Principal Prepayments,
Curtailments, Excess Payments, Insurance Proceeds, Net Liquidation Proceeds,
Released Mortgaged Property Proceeds and net income from any REO Property with
respect to Mortgage Loans to the extent applied by the Servicer as recoveries of
principal in respect of the Mortgage Loans, which will be distributed to the
Class A Noteholders pursuant to Section 6.06 on such Payment Date, and (y) the
aggregate of Realized Losses, as to each Mortgage Loan which became a Liquidated
Mortgage Loan during the related Due Period.
UNRECOVERED CLASS A PORTION: With respect to each Class of Class A
Notes and any Payment Date, the lesser of (1) the Undercollateralization Amount
for such Payment
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Date and (2) an amount equal to the excess, if any, of (A) the related Class A
Note Principal Balance immediately preceding that Payment Date minus the sum of
(i) all amounts (excluding that portion of Insured Payments with respect to the
related Group, if any, to be made in respect of principal) to be distributed to
such Class of Class A Noteholders in respect of principal on such Payment Date
on account of amounts described in clauses (c)(i) through (c)(iii), inclusive,
and clauses (c)(v) (to the extent the amount in clause (c)(v) represents a right
to receive principal not previously covered by an Insured Payment) and (c)(vi)
of the definition of Class A Principal Remittance Amount, and (ii) all amounts
distributed to such Class of Class A Noteholders as a mandatory prepayment
pursuant to the last paragraph of Section 6.06(c) (only on the Payment Date
occurring on June 26, 2000), over (B) the sum of (i) the related Group Principal
Balance at the beginning of the related Due Period plus (ii) the related
Pre-Funded Amount minus the sum of (x) the principal portion of the Monthly
Payments received during the related Due Period and deposited in the related
Principal and Interest Account pursuant to Section 5.03, and all Principal
Prepayments, Curtailments, Excess Payments, Insurance Proceeds, Net Liquidation
Proceeds, Released Mortgaged Property Proceeds and net income from any REO
Property with respect to Mortgage Loans with respect to the related Group to the
extent applied by the Servicer as recoveries of principal in respect of the
related Mortgage Loans, which will be distributed to such Class of Class A
Noteholders pursuant to Section 6.06 on such Payment Date, and (y) the aggregate
of Realized Losses as to each related Mortgage Loan which became a Liquidated
Mortgage Loan during the related Due Period.
VOTING RIGHTS: The portion of the voting rights of all of the Notes
which is allocated to any Note. As of any date of determination, 100% of all of
the Voting Rights with respect to Group 1 shall be allocated among Holders of
Class 1A Notes in accordance with their respective Percentage Interests. As of
any date of determination, 100% of all of the Voting Rights with respect to
Group 2 shall be allocated among Holders of Class 2A Notes in accordance with
their respective Percentage Interests.
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ARTICLE II
SALE AND CONVEYANCE OF THE MORTGAGE LOANS
Section 2.01 Sale and Conveyance of Trust Estate; Priority and
Subordination of Ownership Interests.
(a) In consideration of the Issuer's delivery to, or upon the order
of, the Seller of Notes and Certificates, the Seller does hereby sell, transfer,
assign, set over and convey without recourse to the Issuer, but subject to terms
and provisions of this Agreement, the Trust Agreement and the Indenture, all of
the right, title and interest of the Seller in and to the Group 1 and Group 2
Mortgage Loans, together with any amounts received after the Cut-off Date with
respect to the Initial Mortgage Loans or after a Subsequent Cut-off Date with
respect to the Subsequent Mortgage Loans (other than the Depositor's Yield) and
all other assets of the Trust Estate.
Section 2.02 Possession of Mortgage Files.
(a) Upon the issuance of the Notes, and upon delivery of each
Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan, the ownership of
each Mortgage Note, the Mortgage and the contents of the related Mortgage File
is vested in the Trust for the benefit of the Noteholders and
Certificateholders.
(b) Pursuant to Section 2.04, the Seller has delivered or caused to
be delivered to the Indenture Trustee or, if a Custodian has been appointed
pursuant to the Indenture, to the Custodian, each Trustee's Mortgage File with
respect to the Initial Mortgage Loans.
Section 2.03 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Seller's
balance sheets and other financial statements as a sale of assets by the Seller.
The Seller shall be responsible for maintaining, and shall maintain, a complete
set of books and records for each Mortgage Loan which shall be clearly marked to
reflect the ownership of each Mortgage Loan by the Issuer.
Section 2.04 Delivery of Mortgage Loan Documents.
The Seller, contemporaneously with the delivery of this Agreement,
has delivered or caused to be delivered to the Indenture Trustee or, if a
Custodian has been appointed pursuant to the Indenture, to the Custodian, the
Note Insurance Policy and each of the following documents for each Initial
Mortgage Loan. The Seller, contemporaneously with delivery of a Subsequent
Transfer Instrument, shall deliver or cause to be delivered to the Indenture
Trustee or, if a Custodian has been appointed pursuant to the Indenture, to the
Custodian, each of the following documents for each related Subsequent Mortgage
Loan:
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(a) The original Mortgage Note, showing a complete chain of
endorsements and endorsed by the last endorsee thereof, "Pay to the order of
_____________________ [or LaSalle Bank National Association, as Indenture
Trustee under the Indenture, dated as of March 1, 2000, Series 2000-1",] without
recourse" and signed, by facsimile or manual signature, by such last endorsee.
With respect to the Mortgage Loans listed on the schedule attached hereto as
Exhibit V, the original Mortgage Note referred to above cannot be located; the
obligations of the Seller to deliver such documents shall be deemed to be
satisfied upon delivery to the Indenture Trustee of a photocopy of the original
thereof with a lost note affidavit;
(b) Either: (i) the original Mortgage, with evidence of recording
thereon, (ii) a copy of the Mortgage certified as a true copy by a Responsible
Officer of the Seller or by the closing attorney, or by an officer of the title
insurer or agent of the title insurer which issued the related title insurance
policy, or commitment therefor, if the original has been transmitted for
recording until such time as the original is returned by the public recording
office or (iii) a copy of the Mortgage certified by the public recording office
in those instances where the original recorded Mortgage has been lost;
(c) Either: (i) (A) the original Assignment of Mortgage from the
last assignee of the related Mortgage assigned to the Indenture Trustee, with
evidence of recording thereon, or (B) an original assignment of mortgage from
the last assignee of the related Mortgage assigned in blank, or (ii) if an
original Assignment of Mortgage has not yet been provided in accordance with
clause (i), an Assignment of Mortgage to the Indenture Trustee, certified by an
appropriate officer or approved signatory of the Seller or the closing attorney
or any officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as being a true
and complete copy of the original of such Assignment of Mortgage to the
Indenture Trustee submitted for recording (provided, however, that an
appropriate officer or approved signatory of the Seller may complete one or more
blanket certificates attaching copies of one or more Assignments of Mortgage to
the Indenture Trustee relating thereto) or (iii) a copy of such original
Assignment of Mortgage to the Indenture Trustee, with evidence of recording
thereon, certified to be true and complete by the Seller or the appropriate
public recording office, in those instances where such original Assignment of
Mortgage has been recorded but subsequently lost; any such Assignment of
Mortgage may be made by blanket assignments for Mortgage Loans secured by the
Mortgaged Properties located in the same county, if permitted by applicable law;
(d) The original policy of title insurance or a true copy thereof
or, if such policy has not yet been delivered by the insurer, the commitment or
binder to issue same and, with respect to a Manufactured Home Loan, a
manufactured housing unit (American Land Title Association 7) endorsement from
the title insurer stating that the insurer agrees that the related manufactured
housing unit is included within the term "land" when used in such title policy;
(e) Either: (i) originals of all intervening assignments, if any,
showing a complete chain of assignment from the originator to the last assignee
of the related Mortgage, including any recorded warehousing assignments, with
evidence of recording thereon, or, (ii) if the original
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intervening assignments have not yet been returned from the recording office, a
copy of the originals of such intervening assignments together with a
certificate of a Responsible Officer of the Seller or the closing attorney or an
officer of the title insurer which issued the related title insurance policy, or
commitment therefor, or its duly authorized agent certifying that the copy is a
true copy of the original of such intervening assignments or (iii) a copy of the
intervening assignment certified by the public recording office in those
instances where the original recorded intervening assignment has been lost; and
(f) Either: (i) the original assumption agreement and/or
modification agreement, if any, with evidence of recording thereon, or (ii) if
the original of such agreement has not yet been returned from the recording
office, a copy of such original, certified by an appropriate officer or approved
signatory of the Seller or the closing attorney or any officer of the title
insurer that issued the related title insurance policy, or commitment therefor,
or its duly authorized agent, as being a true and complete copy of the original
of such assumption and modification agreement submitted for recording, or (iii)
a copy of an original assumption and modification agreement, with evidence of
recording thereon, certified to be true and complete by the Seller or the
appropriate public recording office, in those instances where such original
recorded assumption or modification agreement has been lost.
Within 45 days after the Closing Date, with respect to each
Multifamily Loan, Mixed Use Loan and Commercial Loan, (i) if such item is a
document separate from the Mortgage either (A) an original copy of the related
Assignment of Leases, if any (with recording information indicated thereon), or
(B) if the original of such Assignment of Leases has not yet been returned from
the recording office, a copy of such original, certified by an appropriate
officer or approved signatory of the Seller or the closing attorney or any
officer of the title insurer that issued the related title insurance policy, or
commitment therefor, or its duly authorized agent, as being a true and complete
copy of the original of such Assignment of Leases submitted for recording; (ii)
an original assignment of any related Assignment of Leases, if any (if such
document is a document separate from the Mortgage and not incorporated in the
Assignment of Mortgage), in blank and in recordable form; (iii) if such item is
a document separate from the Mortgage either (A) an original copy of all
intervening assignments of Assignment of Leases, if any (with recording
information indicated thereon), or (B) if the original of such intervening
assignments of Assignment of Leases has not yet been returned from the recording
office, a copy of such original, certified by an appropriate officer or approved
signatory of the Seller or the closing attorney or any officer of the title
insurer that issued the related title insurance policy, or commitment therefor,
or its duly authorized agent, as being a true and complete copy of the original
of such intervening assignment of Assignment of Leases submitted for recording;
(iv) either, (A) a copy of the UCC-1 financing statement and any related
continuation statements, if any, each showing the Mortgagor as debtor and
mortgagee as secured party and each with evidence of filing thereon, or (B) if
the copy of the UCC-1 financing statement has not yet been returned from the
filing office, a copy of such UCC-1 financing statement, certified by an
appropriate officer or approved signatory of the Seller or the closing attorney
or any officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as being a true
and complete copy of the original of such UCC-1 financing
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statement submitted for filing; (v) an original executed form UCC-2 or UCC-3
financing statement, in form suitable for filing, disclosing the assignment in
blank, of the security interest in the personal property constituting security
for repayment of the Mortgage Loan; and (vi) either (A) an original copy of all
intervening assignments of UCC-3 financing statements, if any (with recording
information indicated thereon), or (B) if the original of such intervening
assignments of UCC-3 financing statements has not yet been returned from the
recording office, a copy of such original, certified by an appropriate officer
or approved signatory of the Seller or the closing attorney or any officer of
the title insurer that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete copy of the
original of such intervening assignments of UCC-3 financing statements submitted
for recording. If in connection with any Mortgage Loan the Seller cannot deliver
any such financing statement(s) with evidence of filing thereon because such
financing statement(s) has not yet been returned by the public filing office
where such financing statement has been submitted for filing, then the Seller
shall deliver or cause to be delivered a photocopy, or the secured party's
carbon copy with the debtor's signature of such financing statement(s)
(certified by the Seller to be a true and complete copy) together with an
officers' certificate stating that such financing statement(s) has been
dispatched to the appropriate public filing office for filing.
Within 45 days after the Closing Date, the Servicer shall have
completed each Assignment of Mortgage and Assignment of Leases, if any,
originally assigned in blank to "LaSalle Bank National Association, as Indenture
Trustee, under the Indenture, dated as of March 1, 2000, Series 2000-1" and,
within such period (or if later, within 30 days after its receipt of the
original recorded Mortgage and intervening assignment), shall have submitted
each such Assignment of Mortgage to the appropriate public recording office for
recording; provided however, that the Servicer shall not be required to submit
an Assignment of Mortgage for recording with respect to a Mortgaged Property,
where, in the Opinion of Counsel to the Seller (which opinion shall be delivered
to the Note Insurer within the 45-day or 30-day period, as applicable, specified
herein), such recordation of the Assignment of Mortgage is not required (i) to
effect the sale and conveyance of the Mortgage Loan by the Seller to the Issuer
and the pledge thereof to LaSalle Bank National Association, as Indenture
Trustee for AFC Mortgage Loan Asset Backed Notes, Series 2000-1, pursuant to and
as provided in Section 2.01 hereof and the Indenture or the granting and
perfecting of the security interest in the Mortgage Loan pursuant to and as
provided in Section 14.15 or (ii) to defeat any ownership, security interest or
other adverse claim to the Mortgage Loan by any creditor of the Seller or by any
purported transferee of such Mortgage Loan in a purported transfer thereof by
the Seller subsequent to such sale and conveyance. Any such Assignment of
Mortgage that is not required to be recorded pursuant to this paragraph shall be
delivered by the Seller to the Indenture Trustee within such 45-day period. Each
such Assignment of Mortgage delivered by the Seller to the Indenture Trustee
shall, subject to receipt of the original recorded Mortgage as described above,
be in recordable form. Within such 45-day period, the Seller also shall deliver
to the Indenture Trustee an original executed power of attorney ("Special Power
of Attorney"), substantially in the form of Exhibit K, with respect to the
Assignments of Mortgage that are not required to be recorded under this
paragraph, authorizing the Indenture Trustee to record the Assignments of
Mortgage if necessary or advisable to protect the interests of the
Certificateholders and the Note Insurer.
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Pursuant to such power of attorney, the Indenture Trustee also may execute a new
Assignment of Mortgage for any Mortgage Loan if the original Assignment of
Mortgage delivered by the Seller to the Indenture Trustee is not in recordable
form at such time as the Assignment of Mortgage is to be recorded by the
Indenture Trustee.
Within 45 days after the Closing Date, the Servicer shall complete
any UCC-2 or UCC-3 financing statements with respect to the Multifamily Loans,
Mixed Use Loans and Commercial Loans, such that the assignee of creditor is
listed as "LaSalle Bank National Association, as Indenture Trustee under the
Indenture, dated as of March 1, 2000, Series 2000-1." The Seller shall no later
than ten Business Days after the receipt thereof, and in any event, within one
year of the Closing Date, deliver or cause to be delivered to the Indenture
Trustee or the Custodian: (a) the original recorded Mortgage in those instances
where a copy thereof certified by the Seller was delivered to the Indenture
Trustee or the Custodian; (b) the original recorded Assignment of Mortgage from
the Seller to the Indenture Trustee, which, together with any intervening
assignments of Mortgage, evidences a complete chain of assignment from the
originator to the Indenture Trustee in those instances where copies thereof
certified by the Seller were delivered to the Indenture Trustee or the
Custodian; (c) the title insurance policy required in clause (d) above; (d) the
original recorded assumption and modification agreement in those instances in
which a copy was delivered; (e) the original Assignment of Leases in those
instances in which a copy was delivered and (f) the copy of the UCC-1 financing
statement and any related continuation statements with evidence of filing
thereon returned from the recording office if a copy was previously delivered as
set forth in clause (iv)(B) in the second preceding paragraph. Notwithstanding
anything to the contrary contained in this Section 2.04, in those instances
where the public recording office retains the original Mortgage, Assignment of
Mortgage or the intervening assignments of the Mortgage, Assignment of Leases or
assignment of Assignment of Leases after it has been recorded, the Seller shall
be deemed to have satisfied its obligations hereunder upon delivery to the
Indenture Trustee or the Custodian of a copy of such Mortgage, Assignment of
Mortgage or intervening assignments of the Mortgage, Assignment of Leases or
assignment of Assignment of Leases certified by the public recording office to
be a true copy of the recorded original thereof. From time to time the Seller
may forward or cause to be forwarded to the Indenture Trustee or the Custodian
additional original documents evidencing an assumption or modification of a
Mortgage Loan. All Mortgage Loan documents held by the Indenture Trustee or the
Custodian as to each Mortgage Loan are referred to herein as the "Trustee's
Mortgage File."
All recording required pursuant to this Section 2.04 shall be
accomplished by and at the expense of the Seller.
Section 2.05 Acceptance by Indenture Trustee of the Trust Estate;
Certain Substitutions; Certification by Indenture
Trustee.
(a) The Indenture Trustee agrees to execute and deliver on the
Closing Date and on each Subsequent Transfer Date an acknowledgment of receipt
(or if a Custodian has been appointed, a receipt by the Custodian) of, for each
Mortgage Loan pledged and assigned to the Trust on such
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date, the items listed in Section 2.04 (a) through (f) above, in the form
attached as Exhibit F, and declares that it will hold such documents and any
amendments, replacements or supplements thereto, as well as any other assets
included in the definition of Trust Estate and delivered to the Indenture
Trustee or the Custodian, as Indenture Trustee in trust upon and subject to the
conditions set forth herein and in the Indenture for the benefit of the
Noteholders. The Indenture Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees, for the benefit of the
Noteholders, to review (or cause to be reviewed) each Trustee's Mortgage File
within 45 days after the Closing Date (or, with respect to any Subsequent
Mortgage Loan or Qualified Substitute Mortgage Loan, within 45 days after the
receipt by the Indenture Trustee or Custodian thereof) and to deliver to the
Seller, the Servicer and the Note Insurer a certification in the form attached
hereto as Exhibit F-1 to the effect that, as to each Mortgage Loan listed in the
related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in such certification as not covered by
such certification) and except as noted therein, (i) all documents required to
be delivered to it pursuant to this Agreement are in its possession or in the
possession of the Custodian on its behalf (other than items listed in Section
2.04(f) above), (ii) any and all documents delivered by the Seller pursuant to
Section 2.04 above have been reviewed by it or the Custodian on its behalf and
have not been mutilated, damaged, torn or otherwise physically altered
(handwritten additions, changes or corrections shall not constitute physical
alteration if initialed by the Mortgagor) and relate to such Mortgage Loan,
(iii) based on its examination, or the examination of the Custodian on its
behalf, and only as to the foregoing documents, the information set forth on the
related Mortgage Loan Schedule accurately reflects the information set forth in
the Trustee's Mortgage File and (iv) each Mortgage Note has been endorsed as
provided in Section 2.04 above. The Indenture Trustee or Custodian shall be
under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Within 375 days after the Closing
Date, the Indenture Trustee shall deliver (or cause to be delivered by the
Custodian, if any) to the Servicer, the Seller and the Note Insurer a final
certification in the form attached hereto as Exhibit G covering both the Initial
Mortgage Loans and all Subsequent Mortgage Loans evidencing the completeness of
the Trustee's Mortgage Files (other than items listed in Section 2.04(f) above).
Following delivery of the Final Certification, the Indenture Trustee shall (or
cause the Custodian to) provide to the Note Insurer, the Seller and the Servicer
no less frequently than quarterly, and the Servicer shall provide to the Note
Insurer, no less frequently than quarterly, updated certifications indicating
the then current status of exceptions, until all such exceptions have been
eliminated.
(b) If the Note Insurer, the Indenture Trustee or the Custodian, if
any, on the Indenture Trustee's behalf during the process of reviewing the
Trustee's Mortgage Files finds any document constituting a part of a Trustee's
Mortgage File which is not executed, has not been received, is unrelated to the
Mortgage Loan identified in the related Mortgage Loan Schedule, or does not
conform to the requirements of Section 2.04 above or the description thereof as
set forth in the related Mortgage Loan Schedule, the Indenture Trustee, the Note
Insurer or the Custodian (pursuant to the Custodial Agreement), as applicable,
shall promptly so notify the Servicer, the Seller, the Note Insurer, the
Custodian and the Indenture Trustee. In performing any such review,
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the Indenture Trustee may conclusively rely on the Seller as to the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of the Indenture Trustee's review of the Mortgage Files is
limited solely to confirming that the documents listed in Section 2.04 above
(other than the items listed in Section 2.04(f) above) have been received and
further confirming that any and all documents delivered pursuant to such Section
2.04 have been executed and relate to the Mortgage Loans identified in the
related Mortgage Loan Schedule. The Indenture Trustee shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction. The Seller agrees to use reasonable efforts to
remedy a material defect in a document constituting part of a Trustee's Mortgage
File of which it is so notified by the Indenture Trustee. If, however, within 60
days after the Indenture Trustee's or Custodian's notice to it respecting such
defect the Seller has not remedied the defect and the defect materially and
adversely affects the interest of the Noteholders in the related Mortgage Loan
or the interests of the Note Insurer, the Seller will on the Determination Date
next succeeding the end of such 60 day period (i) substitute in lieu of such
Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to
the conditions set forth in Section 3.03 or (ii) purchase such Mortgage Loan at
a purchase price equal to the outstanding Principal Balance of such Mortgage
Loan on the date of purchase (excluding the principal balance of any related
Permanent Buydown Companion Loan), plus all accrued and unpaid interest on such
Mortgage Loan to but not including the Due Date in the Due Period most recently
ended prior to such Determination Date computed at the Mortgage Rate plus the
amount of any unreimbursed Servicing Advances made by the Servicer with respect
to such Mortgage Loan, which purchase price shall be deposited in the Principal
and Interest Account (after deducting therefrom any amounts received in respect
of such repurchased Mortgage Loan and being held in the related Principal and
Interest Account for future distribution to the extent such amounts represent
recoveries of principal not yet applied to reduce the related Principal Balance
or interest (net of the Servicing Fee) for the period from and after the Due
Date in the Due Period most recently ended prior to such Determination Date).
For purposes of calculating the Available Remittance Amount for any Payment
Date, amounts paid by the Seller pursuant to this Section 2.05 in connection
with the repurchase or substitution of any Mortgage Loan that are on deposit in
the related Principal and Interest Account as of the Determination Date for such
Payment Date shall be deemed to have been paid during the related Due Period and
shall be transferred to the related Note Distribution Account pursuant to
Section 5.04(i) on the Determination Date for such Payment Date.
(c) Upon receipt by the Indenture Trustee of a certification of a
Servicing Officer of the Servicer of such substitution or purchase and the
deposit of the amounts described above in the related Principal and Interest
Account (which certification shall be in the form of Exhibit I), the Indenture
Trustee shall release (or cause to be released) to the Servicer for release to
the Seller the related Trustee's Mortgage File and shall execute, without
recourse, representation or warranty, and deliver such instruments of transfer
presented to it by the Servicer as shall be necessary to transfer such Mortgage
Loan to the Seller.
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On the Payment Date in January of each year, the Indenture Trustee
or the Custodian, if any, shall deliver to the Seller, the Servicer and the Note
Insurer a certification detailing all releases with respect to the Mortgage
Loans for which the Indenture Trustee or the Custodian holds a Trustee's
Mortgage File pursuant to this Agreement. Such certification shall be limited to
a list of all Trustee's Mortgage Files which were released by or returned to the
Indenture Trustee or the Custodian during the prior calendar year, the date of
such release or return, the reason for such release or return, and the Person to
whom the Trustee's Mortgage File was released and the Person who returned the
Trustee's Mortgage File.
Section 2.06 [Reserved]
Section 2.07 [Reserved.]
Section 2.08 Fees and Expenses of the Indenture Trustee .
Subject to Section 12.01 hereof, the fees and expenses of the
Indenture Trustee hereunder including (i) the annual fees of the Indenture
Trustee, payable annually in advance beginning on the Closing Date and on each
anniversary thereof, (ii) any other fees, expenses, disbursements and advances
to which the Indenture Trustee is entitled, and (iii) reimbursements to the
Servicer for any advances made by the Servicer to the related Trustee Expense
Account pursuant to Section 6.03, shall be paid from the related Trustee Expense
Account in the manner set forth in Section 6.03; provided, however, that the
Seller shall be liable for any expenses of the Trust incurred prior to the
Closing Date. The fees due to the Indenture Trustee on the Closing Date pursuant
to Section 2.08(i) above shall be paid by the Seller on the Closing Date from
its own funds.
Section 2.09 Application of Principal and Interest.
In the event that Net Liquidation Proceeds or Insurance Proceeds on
a Liquidated Mortgage Loan are less than the related Principal Balance plus
accrued interest thereon, or any Mortgagor makes a partial payment of any
Monthly Payment due on a Mortgage Loan, such Net Liquidation Proceeds, Insurance
Proceeds or partial payment shall be applied to payment of the related Mortgage
Note as provided therein, and if not so provided or if the related Mortgaged
Property has become an REO Property, first to interest accrued at the related
Mortgage Rate and then to principal.
Section 2.10 Conveyance of the Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraph (b) below in
consideration of the Indenture Trustee's delivery on the related Subsequent
Transfer Dates to or upon the order of the Seller of all or a portion of the
balance of funds in the related Pre-Funding Account with respect to each Group,
the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set
over and convey without recourse to the Indenture Trustee but subject to the
subordination described above in Section 2.01(b) above and the other terms and
provisions of this Agreement all of the right, title
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and interest of the Seller in and to (i) the Subsequent Mortgage Loans
identified on the related Mortgage Loan Schedule attached to the related
Subsequent Transfer Instrument, delivered by the Seller on such Subsequent
Transfer Date, excepting the Depositor's Yield, (ii) principal received and
interest accruing on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans
to be delivered pursuant to Section 2.04 above and the other items in the
related Mortgage Files; provided, however, that the Seller reserves and retains
all right, title and interest in and to principal (including Prepayments,
Curtailments and Excess Payments) received and interest accruing on the
Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date.
The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans
identified on the related Mortgage Loan Schedule shall be absolute and is
intended by the Seller, the Servicer, the Trust and the Noteholders to
constitute and to be treated as a sale of the Subsequent Mortgage Loans by the
Seller to the Issuer.
On any Subsequent Transfer Date, the purchase price paid by the
Issuer from amounts released from the related Pre-Funding Account shall be
one-hundred percent (100%) of the aggregate principal balances of the related
Subsequent Mortgage Loans, other than the Permanent Buydown Companion Loans, so
transferred.
(b) The Seller shall transfer to the Indenture Trustee as assignee
and pledgee of the Issuer the Subsequent Mortgage Loans and the other property
and rights related thereto described in Section 2.10 (a) above, and the
Indenture Trustee shall release funds from the related Pre-Funding Account, only
upon the satisfaction of each of the following conditions on or prior to the
related Subsequent Transfer Date:
(i) except with respect to the first conveyance of Subsequent
Mortgage Loans to the Issuer, the Seller shall have provided the Indenture
Trustee and the Note Insurer with a timely Addition Notice and shall have
provided any information reasonably requested by the Indenture Trustee or
the Note Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Seller shall have delivered to the Indenture Trustee a duly
executed Subsequent Transfer Instrument, which shall include a Mortgage
Loan Schedule, listing the Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, the Seller shall not be
insolvent nor shall it have been made insolvent by such transfer nor shall
it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse
tax consequence to the Trust or the Noteholders or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Seller shall have provided to the Note Insurer at least
five (5) Business Days prior to the Subsequent Transfer Date, (a) a data
tape (in electronic format acceptable to the
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Note Insurer) containing such loan level information with respect to the
Subsequent Mortgage Loans as reasonably requested by the Note Insurer, and
(b) copies of such mortgage loan documents relating to the Subsequent
Mortgage Loans as reasonably requested by the Note Insurer and the Note
Insurer has consented in writing to such addition;
(vii) the Seller shall have confirmed the satisfaction of each
condition precedent and representations specified in this Section 2.10(b),
and Section 2.10(c) with respect to Group 1 and Section 2.10(d) with
respect to Group 2 below in the related Subsequent Transfer Instrument;
(viii) the Seller shall have delivered to the Indenture Trustee and
the Note Insurer Opinions of Counsel addressed to the Note Insurer, the
Rating Agencies and the Indenture Trustee with respect to the transfer of
the Subsequent Mortgage Loans substantially in the form of the Opinions of
Counsel delivered to the Note Insurer and the Indenture Trustee on the
Closing Date regarding certain bankruptcy and corporate matters;
(ix) the Indenture Trustee shall have delivered to the Note Insurer
and the Seller an Opinion of Counsel addressed to the Seller, the Rating
Agencies and the Note Insurer with respect to the Subsequent Transfer
Instrument substantially in the form of the Opinion of Counsel delivered
to the Note Insurer and the Seller on the Closing Date regarding certain
corporate matters relating to the Indenture Trustee; and
(x) the Issuer shall have delivered to the Indenture Trustee, the
Note Insurer and the Seller an Opinion of Counsel addressed to the
Trustee, the Note Insurer, the Seller and the Rating Agencies with respect
to the Subsequent Transfer Instrument substantially in the form of the
Opinion of Counsel delivered to such parties on the Closing Date regarding
certain corporate matters relating to the Issuer.
(c) Any conveyance of Group 1 Subsequent Mortgage Loans on a
Subsequent Transfer Date is subject to the following representations and
warranties of the Seller: (i) each such Subsequent Mortgage Loan must satisfy
the representations and warranties specified in the Subsequent Transfer
Instrument and this Agreement; (ii) the Seller will not select such Subsequent
Mortgage Loans in a manner that it believes is adverse to the interests of the
Noteholders or Certificateholders; (iii) the Seller will deliver certain
opinions of counsel with respect to the validity of the conveyance of such
Subsequent Mortgage Loans; and (iv) as of the respective Subsequent Cut-off
Date, the Group 1 Subsequent Mortgage Loans will satisfy the following criteria:
(A) such Subsequent Mortgage Loan may not be contractually delinquent for two or
more consecutive payments as of the related Subsequent Cut-off Date; (B) the
original term to maturity of such Subsequent Mortgage Loan will not be less than
60 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may
not provide for negative amortization; (D) such Subsequent Mortgage Loan (other
than a Permanent Buydown Companion Loan) will have a Mortgage Rate not less than
6% per annum; (E) such Subsequent Mortgage Loan will be underwritten in
accordance with the criteria set forth under "The Seller--Underwriting
Criteria--Group 1" in the Prospectus;
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(F) such Subsequent Mortgage Loan will have been serviced by the Servicer since
origination or purchase by the Seller; (G) such Subsequent Mortgage Loan will
not have a Combined Loan-to-Value Ratio (excluding any Permanent Buydown
Companion Loan) greater than 95%; (H) such Subsequent Mortgage Loans will have,
as of the end of the Funding Period, a weighted average number of months since
origination of not over 4 months; and (I) no Subsequent Mortgage Loan will have
a first payment date later than August 1, 2000.
In addition, following the purchase of any Group 1 Subsequent
Mortgage Loan by the Issuer, the Group 1 Mortgage Loans (including the Group 1
Subsequent Mortgage Loans but excluding the Permanent Buydown Companion Loans)
as of the end of the Funding Period will: (i) have a weighted average Mortgage
Rate of at least 10%; (ii) have a weighted average remaining term to stated
maturity of not more than 290 months and not less than 195 months; (iii) have a
weighted average Combined Loan-to-Value Ratio of not more than 80%; (iv) have
not in excess of 35% by aggregate principal balance of Group 1 Mortgage Loans
that are Balloon Mortgage Loans; (v) have no Group 1 Mortgage Loan with a
principal balance in excess of $995,000; (vi) not have in excess of 11% by
aggregate principal balance of Group 1 Mortgage Loans secured by non-owner
occupied Mortgaged Properties; (vii) not have a concentration of Mortgaged
Properties in a single zip code in excess of 2% by aggregate principal balance
of Group 1 Mortgage Loans; (viii) not have in excess of 3% by aggregate
principal balance of Group 1 Mortgage Loans secured by Mortgaged Properties that
are condominiums; (ix) have at least 79% by aggregate principal balance of Group
1 Mortgage Loans secured by fee simple interests in attached or detached Single
Family Properties; (x) not have in excess of 5% by aggregate principal balance
of Group 1 Mortgage Loans secured by Multifamily Properties and Mixed Use
Properties; (xi) not have in excess of 15% by aggregate principal balance of
Group 1 Mortgage Loans secured by Manufactured Homes; (xii) not have in excess
of 2% of Group 1 Mortgage Loans secured by Commercial Properties and (xiii) not
have in excess of 28.14% by aggregate principal balance of Group 1 Mortgage
Loans secured by second liens on the related Mortgaged Property. In the sole
discretion of the Note Insurer, Group 1 Subsequent Mortgage Loans with
characteristics varying from those set forth in this paragraph may be purchased
by the Issuer; provided, however, that the addition of such Mortgage Loans will
not materially affect the aggregate characteristics of Group 1.
(d) Any conveyance of Group 2 Subsequent Mortgage Loans on a
Subsequent Transfer Date is subject to the following representations and
warranties of the Seller: (i) each Subsequent Mortgage Loan must satisfy the
representations and warranties specified in the Subsequent Transfer Instrument
and this Agreement; (ii) the Seller will not select such Subsequent Mortgage
Loans in a manner that it believes is adverse to the interests of the
Noteholders or Certificateholders; (iii) the Seller will deliver certain
opinions of counsel with respect to the validity of the conveyance of such
Subsequent Mortgage Loans; (iv) as of the respective Subsequent Cut-off Date the
Group 2 Subsequent Mortgage Loans will satisfy the following criteria: (A) such
Group 2 Subsequent Mortgage Loan may not be contractually delinquent for two or
more consecutive payments as of the related Subsequent Cut-off Date; (B) the
original term to maturity of such Subsequent Mortgage Loan will not be less than
120 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may
not provide for negative amortization; (D) such Subsequent
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Mortgage Loan will have a Gross Margin not less than 3% per annum; (E) such
Subsequent Mortgage Loan will be underwritten in accordance with the criteria
set forth under "The Seller--Underwriting Criteria--Group 2" in the Prospectus;
(F) such Subsequent Mortgage Loan will have been serviced by the Servicer since
origination or purchase by the Seller; (G) such Subsequent Mortgage Loan will
not have a Loan-to-Value Ratio greater than 90%; (H) such Subsequent Mortgage
Loan will have a Maximum Mortgage Rate not less than 12%; (I) such Subsequent
Mortgage Loans will have, as of the end of the Group 2 Funding Period, a
weighted average number of months since origination of not over 4 months; and
(J) no Subsequent Mortgage Loan will have a first payment date later than August
1, 2000.
In addition, following the purchase of any Group 2 Subsequent
Mortgage Loan by the Issuer, the Group 2 Mortgage Loans (including the Group 2
Subsequent Mortgage Loans) as of the end of the Funding Period will: (i) have a
weighted average Gross Margin of at least 6.250% and a weighted average coupon
of at least 10.750% per annum; (ii) have a weighted average remaining term to
stated maturity of not more than 360 months and not less than 300 months; (iii)
have a weighted average Loan-to-Value Ratio of not more than 82%; (iv) have no
Group 2 Mortgage Loan with a principal balance in excess of $995,000; (v) not
have in excess of 8% by aggregate principal balance of Group 2 Mortgage Loans
secured by non-owner occupied Mortgaged Properties; (vi) not have a
concentration of Mortgaged Properties in a single zip code in excess of 2% by
aggregate principal balance of Group 2 Mortgage Loans; (vii) not have in excess
of 4% by aggregate principal balance of Group 2 Mortgage Loans secured by
Mortgaged Properties that are condominiums; (viii) have at least 82% by
aggregate principal balance of Group 2 Mortgage Loans secured by fee simple
interests in attached or detached Single Family Properties; (ix) not be secured
by Multifamily Properties; (x) not be secured by Mixed Use Properties; (xi) not
be secured by Commercial Properties; (xii) not have in excess of 15% of Group 2
Mortgage Loans secured by Manufactured Homes; and (xiii) be secured by a first
priority lien on the related Mortgaged Property. In the sole discretion of the
Note Insurer, Group 2 Subsequent Mortgage Loans with characteristics varying
from those set forth in this paragraph may be purchased by the Issuer; provided,
however, that the addition of such Group 2 Mortgage Loans will not materially
affect the aggregate characteristics of Group 2.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations of the Seller.
The Seller hereby represents and warrants to the Issuer, the Note
Insurer, the Indenture Trustee, the Noteholders and the Certificateholders as of
the Closing Date:
(a) The Seller is a federally chartered stock savings bank, duly
organized, validly existing and in good standing under the laws of the United
States and has all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each state in which
a Mortgaged Property is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the Seller
and perform its obligations as Seller hereunder; the Seller has the power and
authority to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement (including
all instruments of transfer to be delivered pursuant to this Agreement) by the
Seller and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action; this Agreement evidences
the valid, binding and enforceable obligation of the Seller; all requisite
action has been taken by the Seller to make this Agreement valid, binding and
enforceable upon the Seller in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium and other, similar laws
relating to or affecting creditors' rights generally or the application of
equitable principles in any proceeding, whether at law or in equity; and the
chief executive office and principal place of business of the Seller is located
in the county of DuPage in the state of Illinois;
(b) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Seller makes no such
representation or warranty), that are necessary in connection with the purchase
and sale of the Certificates and the execution and delivery by the Seller of the
documents to which it is a party, have been duly taken, given or obtained, as
the case may be, are in full force and effect, are not subject to any pending
proceedings or appeals (administrative, judicial or otherwise) and either the
time within which any appeal therefrom may be taken or review thereof may be
obtained has expired or no review thereof may be obtained or appeal therefrom
taken, and are adequate to authorize the consummation of the transactions
contemplated by this Agreement and the other documents on the part of the Seller
and the performance by the Seller of its obligations as Seller or Servicer under
this Agreement and such of the other documents to which it is a party;
(c) The consummation of the transactions contemplated by this
Agreement will not result in the breach of any terms or provisions of the
charter or by-laws of the Seller or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the
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acceleration of any obligation under, any material agreement, indenture or loan
or credit agreement or other material instrument to which the Seller or its
property is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Seller or its property is subject;
(d) Neither this Agreement nor the Prospectus nor any statement,
report or other document prepared by the Seller and furnished or to be furnished
pursuant to this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement of material fact or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading;
(e) There is no action, suit, proceeding or investigation pending
or, to the best of the Seller's knowledge, threatened against the Seller which,
either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or
assets of the Seller or in any material impairment of the right or ability of
the Seller to carry on its business substantially as now conducted, or in any
material liability on the part of the Seller or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action taken or
to be taken in connection with the obligations of the Seller contemplated
herein, or which would be likely to impair materially the ability of the Seller
to perform under the terms of this Agreement;
(f) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state, municipal
or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or other) or operations
of the Seller or its properties or might have consequences that would materially
and adversely affect its performance hereunder;
(g) Upon the receipt of each Trustee's Mortgage File by the
Indenture Trustee under this Agreement, the Issuer will have good title to each
Mortgage Loan (other than the Depositor's Yield and amounts received on or after
the Cut-off Date in the case of Initial Mortgage Loans or on or after a
Subsequent Cut-off Date in the case of Subsequent Mortgage Loans in respect of
interest accrued on the Mortgage Loans prior to the Cut-off Date or prior to the
Subsequent Cut-off Date, as the case may be) and such other items comprising the
corpus of the Trust free and clear of any lien (other than liens which will be
simultaneously released);
(h) The transfer, assignment and conveyance of the Mortgage Notes
and the Mortgages by the Seller pursuant to this Agreement are not subject to
the bulk transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction;
(i) The origination and collection practices used by the Seller with
respect to each Mortgage Note and Mortgage have been in all material respects
legal, proper, prudent and customary in the first and second mortgage
origination and servicing business with respect to Group 1, and legal, proper,
prudent and customary in the first mortgage origination and servicing business
with respect to Group 2; and
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(j) Considering the size of each Pre-Funding Account and the
frequency of prepayments, defaults, "fall-out" due to the borrower choosing
another lender or exercising its right of rescission, defective documentation
and other circumstances that would disqualify a mortgage loan from being
purchased as a Subsequent Mortgage Loan hereunder, the mortgage loans listed on
each Proposed Subsequent Mortgage Loan Schedule do not represent an unreasonably
large pool of mortgage loans from which to obtain the majority of the related
Subsequent Mortgage Loans.
Section 3.02 Individual Mortgage Loans.
(a) With respect to the Mortgage Loans, the Seller hereby represents
and warrants to the Issuer, the Note Insurer, the Indenture Trustee, the
Noteholders and the Certificateholders, with respect to each Initial Mortgage
Loan as of the Closing Date, and with respect to each Subsequent Mortgage Loan,
as of the related Subsequent Transfer Date the following, subject to Section
2.10(c) and 2.10(d) above and modified to the extent stated therein in the case
of Subsequent Mortgage Loans:
(i) The information with respect to each Mortgage Loan set
forth in the related Mortgage Loan Schedule is true and correct;
(ii) All of the original or certified documentation required
to be delivered by the Seller to the Indenture Trustee or to the Custodian on
the Closing Date or a Subsequent Transfer Date or as otherwise provided in
Section 2.04 above has or will be so delivered as provided;
(iii) Each Mortgaged Property is improved by a Single Family
Property, Multifamily Property, Mixed Use Property or Commercial Property,
which, to the best of the Seller's knowledge, does not include cooperatives and
does not constitute other than real property under state law;
(iv) Each Mortgage Loan is being serviced by the Servicer or
one or more Subservicers;
(v) Except with respect to liens released immediately prior to
the transfer herein contemplated, immediately prior to the transfer and
assignment herein contemplated, the Seller held good and indefeasible title to,
and was the sole owner of, each Mortgage Loan subject to no liens, charges,
mortgages, encumbrances or rights of others; and immediately upon the transfer
and assignment herein contemplated, the Issuer will hold good and indefeasible
title to, and be the sole owner of, each Mortgage Loan subject to no liens,
charges, mortgages, encumbrances or rights of others;
(vi) There is no delinquent tax or assessment lien on any
Mortgaged Property, and each Mortgaged Property is free of material damage and
is in average repair;
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(vii) The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(viii) There is no mechanics' lien or claim for work, labor or
material affecting any Mortgaged Property which is or may be a lien prior to, or
equal with, the lien of such Mortgage except those which are insured against by
the title insurance policy referred to in Section 3.02(a)(x) below;
(ix) Each Mortgage Loan at the time it was made complied in
all material respects with applicable state and federal laws and regulations,
including, without limitation, usury, equal credit opportunity and disclosure
laws;
(x) With respect to each Mortgage Loan, a written commitment
for a lender's title insurance policy, issued in standard American Land Title
Association or California Land Title Association form, or other form acceptable
in a particular jurisdiction, by a title insurance company authorized to
transact business in the state in which the related Mortgaged Property is
situated, together with a condominium endorsement or a manufactured housing unit
(American Land Title Association 7) endorsement (stating that the insurer agrees
that the related manufactured housing unit is included with the term "land" when
used in the title policy), if applicable, in an amount at least equal to the
original Principal Balance of such Mortgage Loan insuring the mortgagee's
interest under the related Mortgage Loan as the holder of a valid first or
second mortgage lien of record with respect to Group 1, or a valid first
mortgage lien of record with respect to Group 2, on the real property described
in the Mortgage, subject only to exceptions of the character referred to in
Section 3.02(b)(iii) and (c)(ii), as applicable, was effective on the date of
the origination of such Mortgage Loan, and, as of the Closing Date, such
commitment will be valid and thereafter the policy issued pursuant to such
commitment shall continue in full force and effect. With respect to each
Mortgage Loan, the mortgagee is the sole named insured of such mortgage title
insurance policy, and such mortgage title insurance policy is in full force and
effect and will be in full force and effect and inure to the benefit of the
Issuer upon the consummation of the transactions contemplated by this Agreement.
No claims have been made under such mortgage title insurance policy and no prior
holder of the related Mortgage, including the mortgagee, has done, by act or
omission, anything that would impair the coverage of such mortgage title
insurance policy;
(xi) The improvements upon each Mortgaged Property are covered
by a valid and existing hazard insurance policy with a generally acceptable
carrier that provides for fire and extended coverage representing coverage
described in Sections 5.07 and 5.08;
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(xii) A flood insurance policy is in effect with respect to
each Mortgaged Property with a generally acceptable carrier in an amount
representing coverage described in Sections 5.07 or 5.08, if and to the extent
required by such Section 5.07 or 5.08;
(xiii) Each Mortgage and Mortgage Note is the legal, valid and
binding obligation of the maker thereof and is enforceable in accordance with
its terms, except only as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law), and all
parties to each Mortgage Loan had full legal capacity to execute all Mortgage
Loan documents and convey the estate therein purported to be conveyed;
(xiv) The Seller has caused or will cause to be performed any
and all acts required to be performed to preserve the rights and remedies of the
Issuer in any insurance policies applicable to the Mortgage Loans including,
without limitation, any necessary notifications of insurers, assignments of
policies or interests therein, and establishments of co-insured, joint loss
payee and mortgagee rights in favor of the Issuer;
(xv) The terms of the Mortgage Note and the Mortgage have not
been impaired, altered or modified in any material respect, except by a written
instrument which has been recorded or is in the process of being recorded, if
necessary, to protect the interest of the Noteholders and Certificateholders and
which has been or will be delivered to the Indenture Trustee or the Custodian.
The substance of any such alteration or modification is reflected on the related
Mortgage Loan Schedule. Each original Mortgage was recorded, and all subsequent
assignments of the original Mortgage have been recorded in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
as against creditors of the Seller (or, subject to Section 2.04 above, are in
the process of being recorded, or are, in the Opinion of Counsel to the Seller,
not required to be recorded);
(xvi) No instrument of release or waiver has been executed in
connection with the Mortgage Loan, and no Mortgagor has been released, in whole
or in part;
(xvii) There are no defaults in complying with the terms of
the Mortgage, and all taxes, governmental assessments, insurance premiums,
water, sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or an escrow of funds has been
established in an amount sufficient to pay for every such item which remains
unpaid and which has been assessed but is not yet due and payable. Except for
payments in the nature of escrow payments, including without limitation, taxes
and insurance payments, the Servicer has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than the
Mortgagor, directly or indirectly, for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage proceeds, whichever is greater, to the day
which precedes by one month the Due Date of the first installment of principal
and interest;
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(xviii) There is no proceeding pending or threatened for the
total or partial condemnation of the Mortgaged Property, nor is such a
proceeding currently occurring, and such property is undamaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty, so as
to affect adversely the value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were intended;
(xix) To the best of the Seller's knowledge, all of the
improvements which were included for the purpose of determining the appraised
value of the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining properties
encroach upon the Mortgaged Property;
(xx) To the best of the Seller's knowledge, no improvement
located on or being part of the Mortgaged Property is in violation of any
applicable zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities and the Mortgaged Property is lawfully occupied
under applicable law;
(xxi) The proceeds of the Mortgage Loan have been fully
disbursed, and there is no obligation on the part of the mortgagee to make
future advances thereunder. Any and all requirements as to completion of any
on-site or off-site improvements and as to disbursements of any escrow funds
therefor have been complied with. All costs, fees and expenses incurred in
making or closing or recording the Mortgage Loans were paid;
(xxii) Except with respect to certain of the Multifamily
Loans, Mixed Use Loans and Commercial Loans, the related Mortgage Note is not
and has not been secured by any collateral, pledged account or other security
except the lien of the corresponding Mortgage and, in the case of such
Multifamily Loans, Mixed Use Loans and Commercial Loans, the related Assignment
of Leases and UCC financing statements, if any;
(xxiii) There is no obligation on the part of the Seller or
any other party to make payments in addition to those made by the Mortgagor;
(xxiv) With respect to each Mortgage constituting a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the Issuer to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(xxv) No Mortgage Loan has a shared appreciation feature, or
other contingent interest feature. No Mortgage Loan provides for negative
amortization. Except with
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respect to Deferred Payment Loans, no Mortgage Loan provides for deferred
interest. No Group 2 Mortgage Loan requires or permits the Mortgagor to convert
the Mortgage Rate to a fixed rate;
(xxvi) All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) (1) in compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located, and (2)(A) organized under the laws
of such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices in such
state, or (D) not doing business in such state so as to require qualification or
licensing;
(xxvii) The Mortgage contains a customary provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event the related Mortgaged Property is sold without the prior consent of
the mortgagee thereunder;
(xxviii) Any future advances made prior to (and excluding) the
Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on the related
Mortgage Loan Schedule. The consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan. The Mortgage Note does not
permit or obligate the Servicer to make future advances to the Mortgagor at the
option of the Mortgagor;
(xxix) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including, (a) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (b) otherwise by judicial foreclosure. There is no
homestead or other exemption available to the Mortgagor which would materially
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage except as set forth in the Prospectus;
(xxx) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the related Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration; and neither the Servicer nor the Seller has waived any default,
breach, violation or event of acceleration;
(xxxi) All parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage have been duly and properly executed by such parties;
(xxxii) All amounts received after the Cut-off Date with
respect to the Mortgage Loans (other than the Depositor's Yield, and amounts in
respect of interest accrued on the
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Mortgage Loans on or prior to the Cut-off Date) have been deposited into the
Principal and Interest Account and are, as of the Closing Date, in the Principal
and Interest Account;
(xxxiii) Each Mortgage Loan conforms, and all such Mortgage
Loans in the aggregate conform, to the description thereof set forth in the
Prospectus;
(xxxiv) The Mortgage Loans were not selected by the Seller for
inclusion in the Trust on any basis intended to adversely affect the Trust;
(xxxv) A full appraisal was performed in connection with each
Mortgaged Property;
(xxxvi) As of the Cut-off Date, the Seller does not know or
have reason to know of any circumstances that would cause any Mortgagor to
default under its Mortgage Loan or the related Mortgage Note;
(xxxvii) As of the Cut-off Date, with respect to any Mortgaged
Property, the Seller has no actual knowledge that there exist any hazardous
substances, hazardous wastes or solid wastes, as such terms are defined in
CERCLA, or other federal, state or local environmental legislation;
(xxxviii) With respect to each Mortgaged Property subject to a
land trust (a "Land Trust Mortgage") (i) a trustee, duly qualified under
applicable law to serve as such, has been properly designated and currently so
serves and is named as such in the land trust agreement and such trustee is
named in the Land Trust Mortgage as Mortgagor; (ii) all fees and expenses of the
land trustee which have previously become due on owing have been paid and no
fees or expenses are or will become payable by the Noteholders, the
Certificateholders or the Trust to the land trustee under the land trust
agreement; (iii) the beneficiary is solely obligated to pay any fees and
expenses of the land trustee and the priority of the lien of the Land Trust
Mortgage is not and will not be primed by the land trustee; (iv) if the
Mortgaged Property is owner-occupied, the Mortgaged Property is occupied by the
beneficiary under the land trust agreement and, if such land trust agreement
terminates, the beneficiary will become the owner of the Mortgaged Property; (v)
the beneficiary is obligated to make payments under the Note and will have
personal liability for deficiency judgments to the extent permitted by law; (vi)
the Land Trust Mortgages were made in compliance with their respective land
trust agreements, were validly entered into by their respective land trust
trustee and did not, do not currently, and will not in the future, violate any
provision of their respective land trust agreement, nor any agreement between or
amongst the beneficiaries of any one land trust; (vii) the Land Trust Mortgages
are the first (or in the case of Group 1, first or second) liens on the
Mortgaged Properties; no liens are in place against the beneficial interests, or
any part thereof of any Land Trust Mortgage or collateral assignment of
beneficial interest, which liens are superior to the interest held by the
Seller; and the beneficial interest, or any part thereof, of any Land Trust
Mortgage or collateral assignment of beneficial interest has not been pledged as
security for any other debt; and the land trust trustee is forbidden, pursuant
to a written agreement between the land trust trustee and the
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Mortgagee, from using the land trust property, or any part, as security for any
other debt until the expiration date of its respective Note; and (viii) the
terms and conditions of the land trust agreement do not prevent the free and
absolute marketability of the Mortgaged Property. As of the Cut-off Date, the
Principal Balance of Land Trust Mortgage Loans with related Mortgaged Properties
subject to land trusts does not exceed 20% of the Original Pool Principal
Balance;
(xxxix) As of the Cut-off Date, no more than 5% of the
Original Pool Principal Balance are Mortgaged Properties located in Maryland
subject to ground leases;
(xl) Each of the Manufactured Homes is a "single residence"
which has a minimum of 784 square feet of living space and a minimum of 14 feet
wide by 56 feet in length and which is of a kind customarily used at a fixed
location;
(xli) Each Manufactured Home Loan is, and at all times shall
be, secured by a first lien on the related Manufactured Home; and
(xlii) With respect to the Manufactured Home Mortgage Loans
identified on Exhibit W attached hereto or on an attachment to a Subsequent
Transfer Instrument ("Subject Manufactured Home Loans"), (A) such Mortgage Loans
are the only Manufactured Home Mortgage Loans acquired by the Seller from the
related brokers, (B) as of the related Cut-off Date, each such Mortgage Loan is
current with respect to Monthly Payments and (C) such Mortgage Loans (including
any such Mortgage Loans which are Subsequent Mortgage Loans) represent no more
than approximately 0.5% of the sum of the Original Pool Principal Balance and
the Original Pre-Funded Amount.
(b) With respect to the Group 1 Mortgage Loans, the Seller hereby
represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee,
the Noteholders and the Certificateholders, with respect to each Group 1 Initial
Mortgage Loan, as of the Closing Date, and with respect to each Group 1
Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the
following, subject to Section 2.10(c) above and modified to the extent stated
therein in the case of Group 1 Subsequent Mortgage Loans:
(i) The Mortgage Note related to each Mortgage Loan bears a
fixed Mortgage Rate;
(ii) Approximately 31.03% of the Original Group 1 Principal
Balance are balloon loans which provide for a final Monthly Payment
substantially greater than the preceding Monthly Payments. All of such balloon
loans provide for Monthly Payments based on a 30-year amortization schedule with
a final balloon payment at the end of the 15th year. Mortgage Loans constituting
approximately 6.73% of the Original Group 1 Principal Balance are Periodic
Payment Loans. Mortgage Loans constituting approximately 7.64% of the Original
Group 1 Principal Balance are Mortgage Loans for which the related Mortgagor has
been provided 26, 52 or 65 payment vouchers, at origination of each such
Mortgage Loan. Such payment vouchers may be used at the
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option of the related Mortgagor at any time during the life of the related
Mortgage Loan to defer the payment of the principal portion of the corresponding
payment and pay only the interest portion due on such payment date. Each other
Mortgage Note will provide for a schedule of substantially equal Monthly
Payments which are, if timely paid, sufficient to fully amortize the principal
balance of such Mortgage Note on or before its maturity date. Approximately
4.62% of the Group 1 Principal Balance are Permanent Buydown Loans.
(iii) Each Mortgage is a valid and subsisting first or second
lien of record on the Mortgaged Property subject, in the case of any second
Mortgage Loan, only to a First Lien on such Mortgaged Property and subject in
all cases to the exceptions to title set forth in the title insurance policy,
with respect to the related Mortgage Loan, which exceptions are generally
acceptable to second mortgage lending companies, and such other exceptions to
which similar properties are commonly subject and which do not individually, or
in the aggregate, materially and adversely affect the benefits of the security
intended to be provided by such Mortgage;
(iv) With respect to each Mortgage Loan secured by a second
priority lien, the related First Lien requires equal monthly payments, or if it
bears an adjustable interest rate, the monthly payments for the related First
Lien may be adjusted no more frequently than monthly; with respect to
substantially all of the Mortgage Loans secured by a second priority lien, at
the time of the origination of the Mortgage Loan the related First Lien was at
least 12 months old and at least 12 Monthly Payments had been made by the
Mortgagor;
(v) Either (a) no consent for the Mortgage Loan is required by
the holder of the related First Lien or (b) such consent has been obtained and
is contained in the Mortgage File;
(vi) With respect to any First Lien that provides for negative
amortization or deferred interest, the balance of such First Lien used to
calculate the CLTV for the Mortgage Loan is based on the maximum amount of
negative amortization or deferred interest possible under such First Lien;
(vii) The maturity date of each Mortgage Loan secured by a
second priority lien is prior to the maturity date of the related First Lien if
such First Lien provides for a balloon payment;
(viii) Approximately 76.46% of the Original Group 1 Principal
Balance was originated and underwritten by the Seller and the remainder of the
Mortgage Loans were purchased and re-underwritten by the Seller in accordance
with the underwriting criteria set forth in the Prospectus;
(ix) The Mortgage Rate for each Group 1 Initial Mortgage Loan
(other than a Permanent Buydown Companion Loan) as of the Cut-off Date is not
less than approximately 7.880% and not more than approximately 15.500%;
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(x) As of the Cut-off Date, none of the Group 1 Mortgage Loans
were contractually delinquent for two or more payments. Six of the Group 1
Mortgage Loans have been contractually delinquent for two consecutive payments
on an occasion prior to the Cut-off Date;
(xi) No more than approximately 0.83% of the Original Group 1
Principal Balance is secured by Mortgaged Properties located within any single
zip code area;
(xii) Approximately 92.46% of the Group 1 Original Principal
Balance is secured by Mortgaged Properties that are maintained by the Mortgagors
as primary residences, approximately 1.01% of the Original Group 1 Principal
Balance is secured by Mortgaged Properties that are maintained by the Mortgagors
as second homes, and approximately 93.47% of the Original Group 1 Principal
Balance is secured by Owner-Occupied Mortgaged Property. Approximately 16.05% of
the Original Group 1 Principal Balance is secured by investor properties;
(xiii) Approximately 68.06% of the Original Group 1 Principal
Balance is secured by attached or detached one-family dwelling units (not
including Manufactured Homes). Approximately 1.37% of the Original Group 1
Principal Balance is secured by units in condominiums. Approximately 14.82% of
the Original Group 1 Principal Balance is secured by Manufactured Homes. No more
than approximately 9.97% of the Original Group 1 Principal Balance is secured by
units in properties consisting of two- to four-family dwelling units.
Approximately 2.16% of the Original Group 1 Principal Balance is secured by
units in a planned unit development. Approximately 2.08% of the Original Group 1
Principal Balance is secured by Multifamily Properties, and no more than
approximately 1.54% of the Original Group 1 Principal Balance is secured by
Mixed Use Properties. None of the Original Group 1 Principal Balance is secured
by Commercial Properties;
(xiv) Not more than 0.24% of the Group 1 Initial Mortgage
Loans, by Original Group 1 Principal Balance, provide that the mortgage rate
stated in the related mortgage note will be reduced by 2% during the first
twelve month period of the loan, and reduced by 1% during the second twelve
month period of the loan, after which such stated mortgage rate will apply;
(xv) Not more than 12.23% of the Group 1 Initial Mortgage
Loans, by Original Group 1 Principal Balance, are Section 32 Loans. All notices
required to be delivered to the related Mortgagor pursuant to the Home Ownership
and Equity Protection Act of 1994 ("HOEPA") have been delivered with respect to
each Section 32 Loan and all other requirements of HOEPA have been complied with
for each Section 32 Loan; and
(xvi) Not more than 28.14% of the Group 1 Initial Mortgage
Loans, by Original Group 1 Principal Balance are loans secured by a second
priority lien on the related Mortgaged Property.
(c) With respect to the Group 2 Mortgage Loans, the Seller hereby
represents and warrants to the Issuer, the Note Insurer, the Indenture Trustee,
the Noteholders and the
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Certificateholders, with respect to each Group 2 Initial Mortgage Loan, as of
the Closing Date, and with respect to each Group 2 Subsequent Mortgage Loan, as
of the related Subsequent Transfer Date the following, subject to Section
2.10(d) above and modified to the extent stated therein in the case of Group 2
Subsequent Mortgage Loans; provided, however, that in the case of the Subsequent
Mortgage Loans, reference to the "Original Group 2 Principal Balance" and
percentages thereof shall not apply:
(i) None of the Mortgage Loans are balloon loans. 100% of the
Original Group 2 Principal Balance is subject to the Index. With respect to each
Mortgage Loan on each Adjustment Date, the Mortgage Rate will be adjusted to
equal the related Index plus the Gross Margin, rounded to the nearest 0.125%,
subject to the related Periodic Rate Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate. Under each Mortgage Note, interest is payable in arrears.
The Mortgage Loans have a Mortgage Rate subject to annual or semiannual
adjustment after an initial six-month, twenty-four month or thirty-six month
period. Each Mortgage Loan has an original term to maturity which will not be
less than 120 months and will not exceed 360 months;
(ii) Each Mortgage is a valid and subsisting first lien of
record on the Mortgaged Property subject in all cases to the exceptions to title
set forth in the title insurance policy, and such other exceptions to which
similar properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security intended
to be provided by such Mortgage;
(iii) With respect to each Mortgage Loan, no loan junior in
lien priority to such Mortgage Loan and secured by the related Mortgaged
Property was originated by the Seller at the time of origination of such
Mortgage Loan;
(iv) The Gross Margins on the Mortgage Loans range from
approximately 2.750% to 10.000% and the weighted average Gross Margin as of the
Cut-off Date is approximately 6.596% per annum;
(v) Approximately 63.60% of the Original Group 2 Principal
Balance were originated and underwritten by the Seller and the remainder of the
Mortgage Loans were purchased and re-underwritten by the Seller in accordance
with the underwriting criteria set forth in the Prospectus;
(vi) The Mortgage Rates borne by the Mortgage Loans as of the
Cut-off Date range from 7.625% per annum to 14.125% per annum and the weighted
average Mortgage Rate as of the Cut-off Date is 11.155% per annum;
(vii) Each Mortgage Loan that was originated on or after June
3, 1998, has an initial or next Adjustment Date no later than March 1, 2003;
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(viii) Each Mortgage Loan bears interest based on a 360-day
year consisting of twelve 30-day months;
(ix) As of the Cut-off Date, no payment on any Group 2
Mortgage Loan is delinquent for one or more consecutive payments. Except with
respect to three of the Group 2 Mortgage Loans, none of the Group 2 Mortgage
Loans have been delinquent with respect to one payment on any occasion prior to
the Cut-off Date;
(x) No more than approximately 1.13% of the Original Group 2
Principal Balance is secured by Mortgaged Properties located within any single
zip code area;
(xi) Approximately 97.51% of the Original Group 2 Principal
Balance is secured by Mortgaged Properties that are maintained by the Mortgagors
as primary residences, 0.11% of the Group 2 Mortgage Loans are secured by
Mortgaged Properties that are maintained by the Mortgagors as second homes, and
approximately 97.62% of the Original Group 2 Principal Balance is secured by
Owner Occupied Mortgaged Property;
(xii) Approximately 71.53% of the Original Group 2 Principal
Balance is secured by attached or detached one-family dwelling units (not
including Manufactured Homes). Approximately 1.80% of the Original Group 2
Principal Balance is secured by units in condominiums. No more than
approximately 12.74% of the Original Group 2 Principal Balance is secured by
units in properties consisting of two- to four-family dwelling units.
Approximately 1.64% of the Original Group 2 Principal Balance is secured by
units in planned unit developments. Approximately 12.29% of the Original Group 2
Principal Balance is secured by Manufactured Homes. Approximately 13.92% of the
Original Group 2 Principal Balance is secured by investor properties. None of
the Group 2 Mortgage Loans are secured by Multifamily Properties, Mixed Use
Properties or Commercial Properties;
(xiii) Not more than 0.83% of the Group 2 Initial Mortgage
Loans, by Original Group 2 Principal Balance, provide that the mortgage rate
stated in the related mortgage note will be reduced by 2% during the first
twelve month period of the loan and reduced by 1% during the second twelve month
period of the loan, after which such stated mortgage rate will apply;
(xiv) Not more than 1.12% of the Group 2 Initial Mortgage
Loans, by Original Group 2 Principal Balance, are Section 32 Loans. All notices
required to be delivered to the related Mortgagor pursuant to HOEPA have been
delivered with respect to each Section 32 Loan and all other requirements of
HOEPA have been complied with for each Section 32 Loan.
(d) With respect to the Permanent Buydown Companion Loans included
in the Group 1 Mortgage Loans, the Seller hereby represents and warrants to the
Issuer, the Note Insurer, the Indenture Trustee, the Noteholders and the
Certificateholders that, as of the Closing Date and as of the related Subsequent
Transfer Date:
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(i) The Permanent Buydown Companion Loans have an aggregate
principal balance outstanding as of the Cut-off Date of $259,908.31.
(ii) The Permanent Buydown Companion Loans have an original term to
maturity of 5 years; and
(iii) As of the Cut-off Date, no payment on any Permanent Buydown
Companion Loan is delinquent for two or more consecutive payments and none
of the Permanent Buydown Companion Loans have been delinquent for two
consecutive payments on any occasion prior to the Cut-off Date.
Section 3.03 Purchase and Substitution.
It is understood and agreed that the representations and warranties
set forth in Sections 3.01 and 3.02 above with respect to the related Group
shall survive the transfer and assignment of the Mortgage Loans to the Issuer
and delivery of the Notes to the Noteholders and the Certificates to the
Certificateholders. Upon discovery by the Seller, the Servicer, any Subservicer,
the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders or the
Certificateholder of a breach of any of such representations and warranties
which materially and adversely affects the value of Mortgage Loans or the
interest of the Securityholders, or which materially and adversely affects the
interests of the Note Insurer or the Securityholders in the related Mortgage
Loan in the case of a representation and warranty relating to a particular
Mortgage Loan (notwithstanding that such representation and warranty was made to
the Seller's best knowledge), the party discovering such breach shall give
prompt written notice to the others. The Seller shall either (a) within 60 days
of the earlier of its discovery or its receipt of notice of any breach of a
representation or warranty, promptly cure such breach in all material respects,
or (b) on the Determination Date next succeeding the end of the 60 day period
described in clause (a), either (1) purchase such Mortgage Loan, in the manner
and at the price specified in Section 2.05(b) above or (2) remove such Mortgage
Loan from the Trust Estate (in which case it shall become a Deleted Mortgage
Loan) and substitute one or more Qualified Substitute Mortgage Loans. Any such
substitution shall be accompanied by payment by the Seller of the Substitution
Adjustment, if any, to be deposited by the Servicer in the related Principal and
Interest Account. For purposes of calculating the related Available Remittance
Amount for any Payment Date, amounts paid by the Seller pursuant to this Section
3.03 in connection with the repurchase or substitution of any Mortgage Loan that
are on deposit in the related Principal and Interest Account as of the
Determination Date for such Payment Date shall be deemed to have been paid
during the related Due Period and shall be transferred to the related Note
Distribution Account pursuant to Section 5.04(i) on the Determination Date for
such Payment Date.
In addition, the Seller shall repurchase any Subject Manufactured
Home Loan which becomes 120 days delinquent with respect to Monthly Payments
within the first year following the related Cut-off Date; provided, however that
the Seller's repurchase obligations shall be limited to an amount equal to 0.5%
of the sum of the Original Pool Principal Balance and the Original Pre-Funded
Amount.
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As to any Deleted Mortgage Loan for which the Seller substitutes a
Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such
substitution by delivering to the Indenture Trustee a certification in the form
attached hereto as Exhibit I, executed by a Servicing Officer, and the documents
constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage
Loan or Loans.
The Servicer shall deposit in the related Principal and Interest
Account all payments received in connection with such Qualified Substitute
Mortgage Loan or Loans after the date of such substitution. Monthly Payments
received with respect to Qualified Substitute Mortgage Loans on or before the
date of substitution will be retained by the Seller. The Trust will own all
payments received on the Deleted Mortgage Loan on or before the date of
substitution, and the Seller shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Servicer
shall give written notice to the Indenture Trustee and the Note Insurer that
such substitution has taken place and shall amend the related Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan.
The Servicer shall promptly deliver to the Indenture Trustee a copy of the
related amended Mortgage Loan Schedule. Upon such substitution, such Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in
Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will
remit to the Servicer, and the Servicer will deposit into the related Principal
and Interest Account, an amount equal to the Substitution Adjustment, if any.
It is understood and agreed that the obligations of the Seller set
forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a
defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the
case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's
obligation under Section 9.01(b)) constitute the sole remedies of the Issuer,
the Note Insurer, the Noteholders and the Certificateholders respecting a breach
of the representations and warranties.
Any cause of action against the Seller relating to or arising out of
a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or
the breach of any representations and warranties made in Sections 3.01 or 3.02
above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or
breach by any party and notice thereof to the Seller or notice thereof by the
Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect
or breach or purchase or substitute such Mortgage Loan as specified above, and
(iii) demand upon the Seller by the Indenture Trustee for all amounts payable in
respect of such Mortgage Loan. The Indenture Trustee shall give prompt written
notice to the Rating Agencies and the Note Insurer of any repurchase or
substitution made pursuant to this Section 3.03.
The Indenture Trustee shall have no duty to conduct any affirmative
investigation other than as specifically set forth in this Agreement as to the
occurrence of any condition requiring
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the repurchase or substitution of any Mortgage Loan pursuant to this Section or
the eligibility of any Mortgage Loan for purposes of this Agreement.
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ARTICLE IV
[RESERVED]
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ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 5.01 Duties of the Servicer.
(a) The Servicer, as independent contract servicer, shall service
and administer the Mortgage Loans and shall have full power and authority,
acting alone, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent
with the terms of this Agreement. The Servicer may enter into Subservicing
Agreements for any servicing and administration of Mortgage Loans with any
institution which is in compliance with the laws of each state necessary to
enable it to perform its obligations under such Subservicing Agreement and (x)
has been designated an approved seller-servicer by Freddie Mac or Fannie Mae for
first and second mortgage loans with respect to Group 1, and for first mortgage
loans with respect to Group 2 or (y) is an Affiliate of the Servicer. The
Servicer shall give written notice to the Note Insurer and the Indenture Trustee
of the appointment of any Subservicer. Any such Subservicing Agreement shall be
consistent with and not violate the provisions of this Agreement. The Servicer
shall be entitled to terminate any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement and to either itself
directly service the related Mortgage Loans or enter into a Subservicing
Agreement with a successor subservicer which qualifies hereunder.
(b) Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and Subservicer or reference to actions taken through a Subservicer or
otherwise, the Servicer shall remain obligated and primarily liable to the
Issuer, the Noteholders and Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering the Mortgage Loans. For
purposes of this Agreement, the Servicer shall be deemed to have received
payments on Mortgage Loans when the Subservicer has received such payments. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer, and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
With respect to any Mortgage Note released by the Indenture Trustee
to the Servicer or to any Subservicer in accordance with the terms of this
Agreement, other than a release or satisfaction pursuant to Section 7.02, prior
to such release, the Indenture Trustee or, if a Custodian has been appointed
pursuant to the Indenture, the Custodian shall (a) complete all endorsements in
blank so that the endorsement reads "Pay to the order of LaSalle Bank National
Association, as Indenture Trustee under the Indenture, dated as of March 1,
2000, Series 2000-1" and (b) complete a restrictive endorsement that reads
"LaSalle Bank National Association is the holder of the mortgage note for the
benefit of the Noteholders under the Indenture, dated as of March 1, 2000,
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Series 2000-1" with respect to those Mortgage Notes currently endorsed "Pay to
the order of holder", if any.
(c) Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone, and the Indenture Trustee, the Note
Insurer, the Noteholders and Certificateholders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer except as set forth in Section 5.01(d).
(d) In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of an Event of Servicer Default), the Indenture
Trustee or its designee shall, subject to Section 10.02, thereupon assume all of
the rights and obligations of the Servicer under each Subservicing Agreement
that the Servicer may have entered into, unless the Indenture Trustee elects to
terminate any Subservicing Agreement in accordance with its terms. The Indenture
Trustee, its designee or the successor servicer for the Indenture Trustee shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to each Subservicing Agreement to the same
extent as if the Subservicing Agreements had been assigned to the assuming
party, except that the Indenture Trustee (or its designee) shall have no
liability or obligations under any Subservicing Agreements with respect to any
period prior to becoming the new Servicer, whether for acts or omissions of the
Servicer or otherwise, and the Servicer shall not by virtue of such replacement
be relieved of any such liability or obligations under the Subservicing
Agreements. The Servicer at its expense and without right of reimbursement
therefor, shall, upon request of the Indenture Trustee, deliver to the assuming
party all documents and records relating to each Subservicing Agreement and the
Mortgage Loans then being serviced and an accounting of amounts collected and
held by it and otherwise use its best efforts to effect the orderly and
efficient transfer of the Subservicing Agreements to the assuming party.
(e) Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Noteholders or the Certificateholders and the Note Insurer,
provided, however, notwithstanding any provision of this Agreement to the
contrary, the Servicer shall not consent to, make or permit any modification
with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or
increase the principal balance (except for reductions resulting from actual
payments of principal) or change the final maturity date on such Mortgage Loan
unless (A) the related Mortgagor is in default with respect to the Mortgage Loan
or, in the judgment of the Servicer, such default is reasonably foreseeable and
(B) in the sole judgment of the Servicer such modification would increase the
proceeds of such Mortgage Loan and (C) the Note Insurer has consented to such
modification. No costs incurred by the Servicer or any Subservicer in respect of
Servicing Advances shall for the purposes of distributions to Noteholders and
Certificateholders be added to the amount owing under the related Mortgage Loan.
Without limiting the generality of the foregoing, and
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subject to the consent of the Note Insurer, the Servicer shall continue, and is
hereby authorized and empowered to execute and deliver on behalf of the Issuer
and each Noteholder and Certificateholder, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. If reasonably required by the Servicer, the Issuer shall
furnish the Servicer with any powers of attorney and other documents necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.
Notwithstanding anything to the contrary contained herein, the
Servicer, in servicing and administering the Mortgage Loans, shall employ or
cause to be employed procedures (including collection, foreclosure, REO Property
management procedures and the making of Servicing Advances) and exercise the
same care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account, in accordance with accepted
first and second mortgage servicing practices of prudent lending institutions
with respect to Group 1, and in accordance with accepted first mortgage
servicing practices of prudent lending institutions with respect to Group 2, and
giving due consideration to the Note Insurer's and the Securityholders reliance
on the Servicer.
(f) On and after such time as the Issuer and Indenture Trustee
receives the resignation of, or notice of the removal of, the Servicer from its
rights and obligations hereunder with respect to a Group, and with respect to
resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel
required pursuant to such Section 9.04, the Indenture Trustee or its designee
shall assume all of the rights and obligations of the Servicer hereunder with
respect to such Group, subject to Section 10.02. The Servicer shall, upon
request of the Indenture Trustee but at the expense of the Servicer, deliver to
the Indenture Trustee all documents and records relating to the related Mortgage
Loans and an accounting of amounts collected and held by the Servicer and
otherwise use its best efforts to effect the orderly and efficient transfer of
servicing rights with respect to such Group and obligations to the assuming
party.
Section 5.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 5.01 above is not paid when the same becomes due
and payable, or in the event the Mortgagor fails to perform any other covenant
or obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as it shall deem to
be in the best interest of the Note Insurer and the Securityholders. The
Servicer shall foreclose upon or otherwise comparably effect the ownership in
the name of the Indenture Trustee for the benefit of the Securityholders of
Mortgaged Properties relating to defaulted Mortgage Loans as to which no
satisfactory arrangements can be made for collection of delinquent payments in
accordance with the provisions of Section 5.10, provided, however, that the
Servicer shall not be obligated to foreclose in the event that the Servicer, in
its good faith reasonable judgment, determines that it would not be in the best
interests of the Securityholders or the Note Insurer, which judgment shall be
evidenced by an Officer's Certificate delivered to the Indenture Trustee and the
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Note Insurer. In connection with such foreclosure or other conversion, the
Servicer shall exercise collection and foreclosure procedures with the same
degree of care and skill in its exercise or use as it would exercise or use
under the circumstances in the conduct of its own affairs. Any amounts advanced
in connection with such foreclosure or other action shall constitute Servicing
Advances.
After a Mortgage Loan has become a Liquidated Mortgage Loan, the
Servicer shall promptly prepare and forward to the Indenture Trustee and the
Note Insurer and, upon request, any Securityholder, a Liquidation Report
certified by a Responsible Officer, in the form attached hereto as Exhibit M,
detailing the Liquidation Proceeds received from the Liquidated Mortgage Loan,
expenses incurred with respect thereto, and any loss incurred in connection
therewith.
Section 5.03 Establishment of Principal and Interest Accounts;
Deposits in Principal and Interest Accounts.
With respect to each Group, the Servicer shall cause to be
established and initially maintained with the Indenture Trustee one or more
Principal and Interest Accounts, which shall be Eligible Accounts, titled, with
respect to Group 1, "Group 1 Principal and Interest Account, Superior Bank FSB,
in trust for the registered holders of AFC Mortgage Loan Asset Backed Notes,
Series 2000-1", and with respect to Group 2, "Group 2 Principal and Interest
Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage
Loan Asset Backed Notes, Series 2000-1." Subsequent to the Closing Date, the
Servicer may transfer the related Principal and Interest Account to another
institution, provided that each Principal and Interest Account shall be an
Eligible Account and all amounts therein shall be invested only in Permitted
Instruments. The creation of any Principal and Interest Account shall be
evidenced by a letter agreement in the form of Exhibit C. A copy of such letter
agreement shall be furnished on the Closing Date to the Issuer, Indenture
Trustee, the Note Insurer and, upon request, any Noteholder or
Certificateholder. With respect to each Group, the Servicer shall deposit
(without duplication) the following amounts with respect to such Group within
one (1) Business Day of receipt of good funds in the related Principal and
Interest Account and retain therein:
(i) all payments due after the Cut-off Date with respect to the
Initial Mortgage Loans or after a Subsequent Cut-off Date with respect to
the Subsequent Mortgage Loans on account of principal on the Mortgage
Loans and all Excess Payments, Principal Prepayments and Curtailments
received after the Cut-off Date, or after the Subsequent Cut-off Date, as
the case may be, and other than the Depositor's Yield;
(ii) all payments due after the Cut-off Date with respect to the
Initial Mortgage Loans, or after a Subsequent Cut-off Date with respect to
the Subsequent Mortgage Loans, on account of interest on the Mortgage
Loans;
(iii) all Net Liquidation Proceeds;
(iv) all Insurance Proceeds;
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(v) all Released Mortgaged Property Proceeds;
(vi) any amounts payable in connection with the repurchase of any
Mortgage Loan and the amount of any Substitution Adjustment pursuant to
Sections 2.05 and 3.03 above; and
(vii) any amount required to be deposited in the related Principal
and Interest Account pursuant to Section 5.04 or 11.01.
The foregoing requirements for deposit in the related Principal and
Interest Account shall be exclusive; it being understood and agreed that,
without limiting the generality of the foregoing, the Depositor's Yield, the
Servicing Fee with respect to each Mortgage Loan, late payment charges and
assumption fees, to the extent permitted by Sections 7.01 and 7.03, and Excess
Proceeds need not be deposited by the Servicer in the related Principal and
Interest Account. Any interest earnings on funds held in the related Principal
and Interest Account shall be for the account of the Servicer and may only be
withdrawn from the related Principal and Interest Account by the Servicer
immediately following its monthly remittance of the Available Remittance Amount
to the Indenture Trustee. Any reference herein to amounts on deposit in the
related Principal and Interest Account shall refer to amounts net of such
investment earnings.
Section 5.04 Permitted Withdrawals From the Principal and Interest
Account.
With respect to each Group, the Servicer shall withdraw or cause to
be withdrawn funds from the related Principal and Interest Account for the
following purposes:
(i) to effect the remittance to the Indenture Trustee on the
Determination Date of the Excess Spread and the amounts set forth in
clause (i) of the definition of Available Remittance Amount. For the
purposes of this Section 5.04(i), the calculation of the Available
Remittance Amount shall be made without reference to the actual
deposit of funds in the related Note Distribution Account;
(ii) to reimburse itself for any accrued unpaid Servicing Fees,
unreimbursed Monthly Advances and unreimbursed Servicing Advances
and any amount described in Section 6.13(b) or Section 6.13(c) or
Section 6.13(d) deposited in the related Note Distribution Account
and attributable to the conveyance to the Indenture Trustee of a
Subsequent Mortgage Loan that does not have a payment date during
the related Due Period, if the Servicer is the Seller. The
Servicer's right to reimbursement for accrued and unpaid Servicing
Fees and unreimbursed Servicing Advances shall be limited to late
collections on the related Mortgage Loan, including Liquidation
Proceeds, Released Mortgaged Property Proceeds, Insurance Proceeds
and such other amounts as may be collected by the Servicer from the
related Mortgagor with respect to a Group or otherwise relating to
the Mortgage Loan in respect of which such unreimbursed amounts are
owed (including amounts paid by the Seller in connection
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with the purchase or substitution of Mortgage Loans pursuant to
Section 2.05 or 3.03 above). The Servicer's right to reimbursement
for unreimbursed Monthly Advances and amounts described in Section
6.13(b), Section 6.13(c) or 6.13(d) (if the Servicer is the Seller)
shall be limited to collections of interest on any Mortgage Loan;
provided that the Servicer shall not be entitled to reimbursement
from Liquidation Proceeds for Monthly Advances made pursuant to
Section 6.09(c) or Section 6.09(d), or for amounts deposited in the
related Note Distribution Account pursuant to Section 6.13(b),
Section 6.13(c) or 6.13(d) and attributable to the conveyance to the
Issuer of a Subsequent Mortgage Loan that does not have a payment
date during the related Due Period. It is understood that the
Servicer's right to reimbursement pursuant hereto shall be senior to
the rights of Securityholders unless the Seller or any of its
affiliates is the Servicer and the Seller is required to repurchase
or substitute a Mortgage Loan pursuant to Section 2.05 or 3.03
above, in which case the Servicer's right to such reimbursement
shall be subordinate to the rights of the Issuer to receive the
purchase price or substitution adjustment pursuant to such Sections
2.05 and 3.03;
(iii) to withdraw any amount received from a Mortgagor that is
recoverable and sought to be recovered as a Preference Amount by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code
in accordance with a final, nonappealable order of a court having
competent jurisdiction;
(iv) (a) to make investments in Permitted Instruments and (b) to pay
to itself interest earned in respect of Permitted Instruments or on
funds deposited in the related Principal and Interest Account;
(v) to withdraw any funds deposited in the related Principal and
Interest Account that were not required to be deposited therein
(such as Servicing Compensation) or were deposited therein in error;
(vi) to pay itself Servicing Compensation pursuant to Section 7.03
to the extent not retained or paid pursuant to Section 5.03 or
5.04(ii);
(vii) to withdraw funds necessary for the conservation and
disposition of REO Property pursuant to the third paragraph of
Section 5.10;
(viii) to remit to the Indenture Trustee any amount which was
deposited pursuant to Section 11.01 to cover unpaid fees and
expenses of the Indenture Trustee; and
(ix) to clear and terminate the related Principal and Interest
Account upon the termination of this Agreement with any amounts on
deposit therein being paid to the Servicer and/or the Seller to the
extent of any Reimbursable Amounts and the remainder to the
Certificate Paying Agent for distribution to the Certificateholders.
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So long as no Event of Servicer Default shall have occurred and be
continuing, the funds held in the related Principal and Interest Account may be
invested by the Servicer (to the extent practicable) in Permitted Instruments,
as directed in writing to the Indenture Trustee by the Servicer. In either case,
funds in the related Principal and Interest Account must be available for
withdrawal without penalty, and any Permitted Instruments must mature not later
than the Business Day immediately preceding the Determination Date next
following the date of such investment (except that if such Permitted Instrument
is an obligation of the institution that maintains the related Principal and
Interest Account, then such Permitted Instrument shall mature not later than
such Determination Date) and shall not be sold or disposed of prior to its
maturity. All Permitted Instruments in which funds in the related Principal and
Interest Account are invested must be held by or registered in the name of
"Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan
Asset Backed Notes, Series 2000-1." All interest or other earnings from funds on
deposit in the related Principal and Interest Account (or any Permitted
Instruments thereof) shall be the exclusive property of the Servicer, and may be
withdrawn from the related Principal and Interest Account pursuant to clause
(iv) above and the penultimate sentence of Section 5.03 above. The amount of any
losses incurred in connection with the investment of funds in the related
Principal and Interest Account in Permitted Instruments shall be deposited in
the related Principal and Interest Account by the Servicer from its own funds
immediately as realized without reimbursement therefor.
Section 5.05 Payment of Property Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting fire and hazard insurance coverage.
With respect to each Mortgage Loan as to which the Servicer
maintains escrow accounts, the Servicer shall maintain accurate records
reflecting the status of ground rents, real estate taxes and assessments, water
rates and other charges which are or may become a lien upon the Mortgaged
Property and the status of primary mortgage guaranty insurance premiums, if any,
and fire and hazard insurance coverage and shall obtain, from time to time, all
bills for the payment of such charges (including renewal premiums) and shall
effect payment thereof prior to the applicable penalty or termination date and
at a time appropriate for securing maximum discounts allowable, employing for
such purpose deposits of the Mortgagor in any escrow account which shall have
been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for escrow payments, the Servicer shall monitor such
payments to determine if they are made by the Mortgagor. Any out-of-pocket
expenses incurred by the Servicer pursuant to this Section 5.05, including
without limitation any advances of such payments, shall constitute Servicing
Advances.
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Section 5.06 Transfer of Accounts; Monthly Statements.
Notwithstanding Section 5.03 above, the Principal and Interest
Accounts and each of the other Accounts other than the Pre-Funding Accounts
shall be established, as of the Closing Date, with the Indenture Trustee as
Eligible Accounts pursuant to clause (B) of the definition thereof. The
Pre-Funding Accounts shall be established, as of the Closing Date, as Eligible
Accounts pursuant to clause (A) of the definition thereof. The Principal and
Interest Accounts and each of the Accounts or any of them may, upon written
notice to the Indenture Trustee and the Note Insurer, be transferred to a
different depository institution so long as such transfer is to an Eligible
Account. The Note Insurer shall be provided with a monthly statement of activity
in the Principal and Interest Accounts and the Accounts from each party holding
such accounts.
Section 5.07 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained, subject to the provisions
of Section 5.08, fire and hazard insurance with extended coverage customary in
the area where the Mortgaged Property is located, in an amount which is at least
equal to the least of (a) the outstanding principal balance owing on the
Mortgage Loan, and the First Lien, with respect to Group 1, (b) the full
insurable value of the premises securing the Mortgage Loan and (c) the minimum
amount required to compensate for damage or loss on a replacement cost basis. If
at the origination of the Mortgage Loan or at any time during the term of the
Mortgage Loan the Servicer determines that the Mortgaged Property is located in
an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map
issued by the Federal Emergency Management Agency as having special flood
hazards and flood insurance has been made available, the Servicer will cause to
be purchased a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the lesser
of (i) the outstanding principal balance of the Mortgage Loan or (ii) the
maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
Flood Insurance Reform Act of 1994, as amended. The Servicer shall also
maintain, to the extent such insurance is available, on REO Property, fire and
hazard insurance in the amounts described above, liability insurance and, to the
extent required and available under the National Flood Insurance Act of 1968, as
amended, and the Servicer determines that such insurance is necessary in
accordance with accepted first and second mortgage servicing practices of
prudent lending institutions with respect to Group 1, and in accordance with
accepted first mortgage servicing practices of prudent lending institutions with
respect to Group 2, flood insurance in an amount equal to that required above.
Any amounts collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the Mortgaged Property, or
to be released to the Mortgagor in accordance with customary first and second
mortgage servicing procedures with respect to Group 1, and with customary first
mortgage servicing procedures with respect to Group 2) shall be deposited in the
Principal and Interest Account with respect to the related Group, subject to
retention by the Servicer to the extent such amounts constitute Servicing
Compensation or to withdrawal pursuant to Section 5.04 above.
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It is understood and agreed that no earthquake or other additional insurance
need be required by the Servicer of any Mortgagor or maintained on REO Property,
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. All policies
required hereunder shall be endorsed with standard mortgagee clauses with losses
payable to the Servicer. Any out-of-pocket expenses incurred by the Servicer
pursuant to this Section 5.07, including without limitation any advances of
premiums on insurance policies required by this Section 5.07, shall constitute
Servicing Advances.
Section 5.08 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a blanket
policy insuring against fire and hazards of extended coverage on all of the
Mortgage Loans or all of the Mortgage Loans in a Group, then, to the extent such
policy names the Servicer as loss payee and provides coverage in an amount equal
to the aggregate unpaid principal balance on the related Mortgage Loans without
co-insurance, and otherwise complies with the requirements of Section 5.07
above, the Servicer shall be deemed conclusively to have satisfied its
obligations with respect to fire and hazard insurance coverage under Section
5.07 above, it being understood and agreed that such blanket policy may contain
a deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with Section 5.07 above, and there shall have been a loss which would
have been covered by such policy, deposit in the related Principal and Interest
Account the difference, if any, between the amount that would have been payable
under a policy complying with Section 5.07 above and the amount paid under such
blanket policy. On the Closing Date, such blanket policy is maintained with St.
Paul Insurance Company.
Section 5.09 Fidelity Bond.
The Servicer shall maintain with a responsible company, and at its
own expense, a blanket fidelity bond and an errors and omissions insurance
policy, in a minimum amount acceptable to Fannie Mae or Freddie Mac or otherwise
as is commercially available at a cost that is not generally regarded as
excessive by industry standards, with broad coverage on all officers, employees
or other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans ("Servicer
Employees"). Any such fidelity bond and errors and omissions insurance shall
protect and insure the Servicer against losses, including losses resulting from
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
such Servicer Employees. Such fidelity bond shall also protect and insure the
Servicer against losses in connection with the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 5.09 requiring such fidelity bond
and errors and omissions insurance shall diminish or relieve the Servicer from
its duties and obligations as set forth in this Agreement. Upon the request of
the Indenture Trustee or the Note Insurer, the Servicer shall cause to be
delivered to the Indenture Trustee or the Note Insurer a certified true copy of
such fidelity bond and insurance policy.
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Section 5.10 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed or
certificate of sale shall be taken in the name of the Indenture Trustee for the
benefit of the Noteholders.
The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders solely for the purpose of its prudent and
prompt disposition and sale. The Servicer shall, either itself or through an
agent selected by the Servicer, manage, conserve, protect and operate the REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Servicer shall attempt to sell the same (and may temporarily rent the same) on
such terms and conditions as the Servicer deems to be in the best interest of
the Note Insurer, the Noteholders and the Certificateholders. Any out-of-pocket
expenses incurred by the Servicer pursuant to this Section 5.10 shall be
Servicing Advances.
The Servicer shall cause to be deposited, no later than five
Business Days after the receipt thereof, in the related Principal and Interest
Account, all revenues received with respect to the conservation and disposition
of the related REO Property and shall retain, or withdraw from such amounts,
funds necessary for the proper operation, management and maintenance of the
related REO Property and the fees of any managing agent acting on behalf of the
Servicer.
The disposition of REO Property shall be carried out by the Servicer
at such price, and upon such terms and conditions, as the Servicer deems to be
in the best interest of the Noteholders and the Certificateholders and, as soon
as practicable thereafter, the expenses of such sale shall be paid. The proceeds
of sale of the REO Property shall be promptly deposited in the related Principal
and Interest Account, net of Excess Proceeds, any related unreimbursed Servicing
Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances
payable to the Servicer in accordance with Section 5.04 above.
Section 5.11 Right to Repurchase Defaulted Mortgage Loans.
The Servicer, in its sole discretion, shall have the right to elect
(by written notice sent to the Indenture Trustee and the Note Insurer) to
purchase on any Determination Date for its own account from the Trust any
Mortgage Loan which is 90 days or more delinquent at a price equal to the
Principal Balance of such Mortgage Loan as of the date of purchase, plus all
accrued and unpaid interest on such Mortgage Loan through the end of the Due
Period in which such Determination Date falls, computed at the Mortgage Rate
plus the amount of any unreimbursed Servicing Advances made by the Servicer with
respect to such Mortgage Loan (the "Purchase Price"). The Purchase Price for any
Mortgage Loan purchased hereunder shall be deposited by the Servicer in the
related Principal and Interest Account and the Indenture Trustee, upon receipt
of a Request for Release and confirmation of such deposit from the Servicer in
the form of Exhibit I, shall release or cause to be
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released to the purchaser of such Mortgage Loan the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment prepared by
the purchaser of such Mortgage Loan, in each case without recourse,
representation or warranty, as shall be necessary to vest in the purchaser of
such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser
of such Mortgage Loan shall succeed to all the Trust's right, title and interest
in and to such Mortgage Loan and all security and documents related thereto.
Such assignment shall be an assignment outright and not for security. The
purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all
security and documents, free of any further obligation to the Trust, the
Noteholders or the Certificateholders with respect thereto.
Section 5.12 Collection of Certain Mortgage Loan Payments.
(a) The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement,
comply with the terms and provisions of any applicable hazard insurance policy.
Consistent with the foregoing, the Servicer may in its discretion waive or
permit to be waived any late payment charge, prepayment charge, assumption fee
or any penalty interest in connection with the prepayment of a Mortgage Loan or
any other fee or charge which the Servicer would be entitled to retain hereunder
as servicing compensation and extend the due date for payments past due on a
Mortgage Note for a period (with respect to each payment as to which the due
date is extended) not greater than 125 days without the Note Insurer's prior
written consent, and in no event later than the final maturity date of the
Mortgage Loan. In the event the Servicer shall consent to the deferment of the
Due Dates for payments past due on a Mortgage Note, the Servicer shall
nonetheless make payment of any required Monthly Advance with respect to the
payments so extended to the same extent as if such installment were due, owing
and delinquent and had not been deferred, and shall be entitled to reimbursement
therefor in accordance with Section 5.04(ii) above.
(b) All principal received with respect to any Deferred Payment Loan
during a Due Period shall be applied first to reduce the principal balance of
such Deferred Payment Loan prior to the designation of such collections as the
principal portion of a "Deferred Payment".
Section 5.13 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer shall provide to the Issuer, the Indenture Trustee, the
Noteholders, the Certificateholders, the Note Insurer and any supervisory agents
or examiners of each of the foregoing access to the documentation regarding the
Mortgage Loans (such access in the case of supervisory agents or examiners being
limited to that documentation required by applicable state and federal
regulations) being afforded without charge but only upon reasonable request and
during normal business hours at the offices of the Servicer designated by it.
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Section 5.14 Superior Liens.
With respect to any Group 1 Mortgage Loan, the Seller or the
Servicer shall file (or cause to be filed) of record a request for notice of any
action by a superior lienholder under a First Lien for the protection of the
Trust's interest, where permitted by local law and whenever applicable state law
does not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder's equity of
redemption. The Servicer must also notify any superior lienholder in writing of
the existence of the Mortgage Loan and request notification of any action (as
described below) to be taken against the Mortgagor or the Mortgaged Property by
the superior lienholder.
With respect to any Group 1 Mortgage Loan, if the Servicer is
notified that any superior lienholder has accelerated or intends to accelerate
the obligations secured by the First Lien, or has declared or intends to declare
a default under the mortgage or the promissory note secured thereby, or has
filed or intends to file an election to have the Mortgaged Property sold or
foreclosed, the Servicer shall take, on behalf of the Trust, whatever actions
are necessary to protect the interests of the Noteholders and the
Certificateholders, and/or to preserve the security of the related Mortgage
Loan. The Servicer shall advance the necessary funds to cure the default or
reinstate the superior lien, if such advance is in the best interests of the
Note Insurer, the Noteholders and the Certificateholders. The Servicer shall not
make such an advance except to the extent that it determines in its reasonable
good faith judgment that the advance would either be recoverable from the
Liquidation Proceeds on the related Mortgage Loan or increase the Net
Liquidation Proceeds available to the Trust. The Servicer shall thereafter take
such action as is necessary to recover the amount so advanced. Any expenses
incurred by the Servicer pursuant to this Section 5.14 shall be Servicing
Advances with respect to Group 1.
Section 5.15. Environmental Matters.
Notwithstanding any other provision of this Agreement to the
contrary, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
regulated substance, toxic substance, hazardous waste or hazardous substance or
any similar or like classification (as such terms are defined or used in CERCLA
or any federal, state or local statutes, laws, rules or regulations pertaining
to environmental matters) on the related Mortgaged Property, the Servicer shall
not, on behalf of the Indenture Trustee, either (i) obtain title to such
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or
(ii) otherwise acquire possession of, or take any other action, with respect to,
such Mortgaged Property, unless the Servicer has obtained the prior written
consent of the Note Insurer. The preceding sentence shall not apply to the
presence, use or storage on the related Mortgaged Property of hazardous
substances that are generally recognized to be appropriate to normal residential
use and maintenance of the related Mortgaged Property.
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Section 5.16. Advance Facility.
(a) With the prior consent of the Note Insurer (which consent shall
not be unreasonably withheld) the Servicer is hereby authorized to enter into a
facility with any Person which provides that such Person (an "Advancing Person")
may fund Monthly Advances and/or Servicing Advances under this Agreement,
although no such facility shall reduce or otherwise affect the Servicer's
obligation to fund such Monthly Advances and/or Servicing Advances. To the
extent that an Advancing Person funds any Monthly Advance or any Servicing
Advance and provides the Indenture Trustee with notice acknowledged by the
Servicer that such Advancing Person is entitled to reimbursement, such Advancing
Person shall be entitled to receive reimbursement pursuant to this Agreement for
such amount to the extent provided in Section 5.16(b). Such notice from the
Advancing Person must specify the amount of the reimbursement and must specify
which Section of this Agreement permits the applicable Monthly Advance or
Servicing Advance to be reimbursed. The Indenture Trustee shall have no duty or
liability with respect to any calculation of any reimbursement to be paid to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person's notice provided pursuant to this Section 5.16. An
Advancing Person whose obligations hereunder are limited to the funding of
Monthly Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Subservicer pursuant to Section 5.01(a) hereof.
(b) If an Advancing Person is entitled to reimbursement for any
particular Monthly Advance or Servicing Advance, then the Servicer shall not be
permitted to reimburse itself for such unreimbursed Monthly Advances or
unreimbursed Servicing Advances under Section 5.04(ii), but instead the Servicer
shall include such amounts in the applicable remittance to the Indenture Trustee
to the extent of amounts on deposit in the Principal and Interest Account on the
related Determination Date. The Indenture Trustee is hereby authorized to pay to
an Advancing Person reimbursements for Monthly Advances and Servicing Advances
from the Note Distribution Account to the same extent the Servicer would have
been permitted to reimburse itself for such Monthly Advances and/or Servicing
Advances in accordance with Section 5.04(ii), had the Servicer made such Monthly
Advance or Servicing Advance.
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ARTICLE VI
PAYMENTS TO THE SECURITYHOLDERS
Section 6.01 Establishment of Note Distribution Account; Deposits in
Note Distribution Account.
With respect to each Group, and no later than the Closing Date, the
Indenture Trustee will establish and maintain with itself one or more segregated
trust accounts that are Eligible Accounts, which shall be titled, with respect
to Group 1, "Group 1 Note Distribution Account, LaSalle Bank National
Association, as trustee for the registered holders of AFC Mortgage Loan Asset
Backed Notes, Series 2000-1" and with respect to Group 2, "Group 2 Note
Distribution Account, LaSalle Bank National Association, as trustee for the
registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1." With
respect to each Group, the Indenture Trustee shall, promptly upon receipt,
deposit in the related Note Distribution Account and retain therein:
(i) the portion of the related Available Remittance Amount remitted
by the Servicer pursuant to Section 5.04(i) above;
(ii) the related Monthly Advance and the related Compensating
Interest remitted to the Indenture Trustee by the Servicer;
(iii) the Excess Spread with respect to the related Group remitted
to the Indenture Trustee by the Servicer pursuant to Section 5.04(i) above
and Insured Payments with respect to the related Group pursuant to Section
6.06(b);
(iv) all income or gain from investments of funds on deposit in the
related Note Distribution Account pursuant to Section 6.05(e) and amounts
required to be paid by the Servicer pursuant to such Section 6.05(e) in
connection with losses on investments of amounts in the related Note
Distribution Account;
(v) the Termination Price; and
(vi) any amounts required to be deposited in the related Note
Distribution Account pursuant to Sections 6.13(b), 6.13(c), 6.13(d) and
6.14(c).
Section 6.02 Permitted Withdrawals from Note Distribution Account.
With respect to each Group, the Indenture Trustee shall, based upon
information set forth in the Servicer's Certificate for such Payment Date,
withdraw amounts on deposit in the related Note Distribution Account on each
Payment Date in the following order of priority:
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(i) except as to the final Payment Date hereunder, to pay the Note
Insurer the related Monthly Premium pursuant to Section 6.04;
(ii) to effect the distributions described in Section 6.06(c),
exclusive of the distributions described in the last paragraph of Section
6.06(c);
(iii) except as to the final Payment Date hereunder, to make
deposits in the related Trustee Expense Account pursuant to Section
6.03(a)(i);
and also, in no particular order of priority:
(iv) to invest amounts on deposit in the related Note Distribution
Account in Permitted Instruments pursuant to Section 6.05;
(v) to pay on a monthly basis to the Servicer interest paid and
earnings realized on Permitted Instruments in the related Note
Distribution Account;
(vi) to withdraw any amount not required to be deposited in the
related Note Distribution Account or deposited therein in error; and
(vii) to clear and terminate the related Note Distribution Account
upon the termination of this Agreement in accordance with Article XI of
this Agreement.
Section 6.03 Establishment of Trustee Expense Account; Deposits in
Trustee Expense Account; Permitted Withdrawals from
Trustee Expense Account.
(a) With respect to each Group and no later than the Closing Date,
the Indenture Trustee will establish and maintain with itself one or more
segregated trust accounts that are Eligible Accounts, which shall be titled,
with respect to Group 1, "Group 1 Trustee Expense Account, LaSalle Bank National
Association, as trustee for the registered holders of AFC Mortgage Loan Asset
Backed Notes, Series 2000-1", and with respect to Group 2, "Group 2 Trustee
Expense Account, LaSalle Bank National Association, as trustee for the
registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1." With
respect to each Group, the Indenture Trustee shall deposit into the related
Trustee Expense Account:
(i) on each Payment Date (other than the final Payment Date
hereunder) from the amounts on deposit in the related Note Distribution
Account an amount equal to the Annual Trustee Expense Amount, subject to
the provisions of Section 6.06(c); and
(ii) upon receipt, all income or gain from investments of funds on
deposit in the related Trustee Expense Account pursuant to Section 6.05(e)
and all amounts
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required to be paid by the Servicer pursuant to such Section 6.05(e) in
connection with losses on investments of amounts in the related Trustee
Expense Account.
If at any time the amount then on deposit in any Trustee Expense Account shall
be insufficient to pay in full the fees and expenses of the Indenture Trustee
then due with respect to a Group, the Indenture Trustee shall make demand on the
related Servicer to advance the amount of such insufficiency, and the Servicer
shall promptly advance such amount. If the related Servicer fails to make such
advance, the Seller shall do so upon demand of the Indenture Trustee.
Thereafter, the Servicer and the Seller shall be entitled to reimbursement
solely from the related Trustee Expense Account pursuant to subclause (c)(ii)
below for the amount of any such advance from any excess available after payment
of Trust expenses.
(b) The Indenture Trustee may withdraw amounts on deposit in the
Trustee Expense Account with respect to each Group for investment in Permitted
Instruments pursuant to Section 6.05, and the Indenture Trustee shall withdraw
amounts on deposit in the related Trustee Expense Account:
(i) to pay, as described in Section 2.08 above, the Indenture
Trustee's fees and expenses allocable to or incurred in connection with
the Notes, with respect to the related Group;
(ii) to pay on a monthly basis to the Servicer interest paid and
earnings realized on Permitted Instruments in the related Trustee Expense
Account;
(iii) to withdraw any amounts not required to be deposited in the
related Trustee Expense Account or deposited therein in error; and
(iv) to clear and terminate the related Trustee Expense Account upon
termination of this Agreement with any amounts on deposit therein being
paid to the Servicer and/or the Seller to the extent of any Reimbursable
Amounts and the remainder to the Certificate Paying Agent for distribution
to Certificateholders.
(c) On the twelfth Payment Date following the Closing Date, and on
each twelfth Payment Date thereafter, the Indenture Trustee shall determine
whether all payments required to be made pursuant to subclauses (b)(i), (b)(ii)
and (b)(iii) above, have been made, and from any amounts remaining in the
related Trustee Expense Account, the Indenture Trustee shall, based upon
information set forth in the Servicer's Certificate for such Payment Date (in
the following order of priority):
(i) pay any amounts not previously paid and required to be paid
pursuant to subclauses (b)(i), (b)(ii) and (b)(iii) above;
(ii) reimburse the Servicer and/or the Seller, for Reimbursable
Amounts;
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(iii) reimburse the Servicer and/or the Seller for advances made by
it pursuant to the last paragraph of subclause (a) above; and
(iv) remit to the Servicer as additional Servicing Compensation any
amounts remaining in the related Trustee Expense Account after payments
made pursuant to subclauses (b)(i), (b)(ii), (b)(iii), (c)(i) and (c)(ii),
above.
Section 6.04 Payment of Monthly Premium to Note Insurer .
With respect to each Group and on each Payment Date commencing on
April 25, 2000 (other than the final Payment Date hereunder), from the amounts
on deposit in the Note Distribution Account with respect to the related Group,
prior to making the remittances required pursuant to Section 6.06(c), the
Indenture Trustee shall pay the Note Insurer the Monthly Premium with respect to
such Group.
Section 6.05 Investment of Accounts.
(a) So long as no Event of Servicer Default shall have occurred and
be continuing, and consistent with any requirements of the Code, all or a
portion of any Account, shall be invested and reinvested by the Indenture
Trustee, as directed in writing, or by telephone or facsimile transmission
confirmed in writing, by the Servicer, in one or more Permitted Instruments. In
the event that the Servicer does not provide written directions for the
investment of any Account, the Indenture Trustee shall invest funds therein in
time deposit only accounts. Subject to the last paragraph of Section 5.04 above
in the case of the Principal and Interest Accounts, no such investment in any
Account shall mature later than the Business Day immediately preceding the next
Payment Date.
(b) If any amounts are needed for disbursement from any Account held
by the Indenture Trustee and sufficient uninvested funds are not available to
make such disbursement, the Indenture Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in such
Account. The Indenture Trustee shall not be liable for any investment loss or
other charge resulting therefrom unless the Indenture Trustee's failure to
perform in accordance with this Section 6.05 is the cause of such loss or charge
or if the Indenture Trustee is the obligor and has defaulted thereon.
(c) Subject to Section 12.01, the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any Account held by the
Indenture Trustee resulting from any investment loss on any Permitted Instrument
included therein (except to the extent that the Indenture Trustee is the obligor
and has defaulted thereon).
(d) The Indenture Trustee shall invest and reinvest funds in the
Accounts held by the Indenture Trustee, to the fullest extent practicable, in
such manner as the Servicer or the holders
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of a majority in interest of the Notes, as applicable, shall from time to time
direct as set forth in Section 6.05(a) above, but only in one or more Permitted
Instruments.
(e) All income or other gain from investments in any Account held by
the Indenture Trustee shall be deposited in such Account immediately on receipt,
and the Indenture Trustee shall notify the Servicer, or the Seller, or the
holders of a majority in interest of the Notes as the case may be, of any loss
resulting from such investments. Upon receipt of such notification, the
Servicer, in the case of all Accounts other than the Interest Coverage Accounts
and the Pre-Funding Accounts and the Seller, in the case of the Interest
Coverage Accounts, the Reserve Account and the Pre-Funding Accounts, shall
promptly remit the amount of any such loss from their own funds, without
reimbursement therefor, to the Indenture Trustee for deposit in the Account or
Accounts from which the related funds were withdrawn for investment.
Section 6.06 Priority and Subordination of Distributions.
(a) The rights of the Noteholders to receive distributions from the
proceeds of the Trust Estate, in such distributions, shall be as set forth in
this Agreement. In this regard, all rights of the Certificateholders to receive
distributions in respect of the Certificates shall be subject and subordinate to
the preferential rights of the Noteholders to receive distributions in respect
of the Notes, to the extent set forth herein. In accordance with the foregoing,
the ownership interests of the Certificateholders in amounts deposited in the
Accounts from time to time shall not vest unless and until such amounts are
properly distributed in respect of the Certificates in accordance with the terms
of this Agreement. Notwithstanding anything contained in this Agreement to the
contrary, no Noteholder shall be required to refund any amount properly
distributed to it pursuant to the terms of this Agreement.
(b) As soon as possible, and in no event later than 10:00 a.m.
Chicago time on the Business Day immediately preceding each Payment Date,
subject to receipt by the Indenture Trustee of the Servicer's Certificate, the
Indenture Trustee shall furnish the Note Insurer and the Servicer with a
completed notice in the form set forth as Exhibit A to the Note Insurance Policy
(the "Notice") indicating that an Insured Payment is necessary. The Notice shall
specify the amount of Insured Payment and shall constitute a claim for an
Insured Payment pursuant to the Note Insurance Policy. Upon receipt of Insured
Payments on behalf of the Class A Noteholders under the Note Insurance Policy,
the Indenture Trustee shall deposit such Insured Payments in the related Note
Distribution Account and shall distribute such Insured Payments in accordance
with Section 6.02(ii) above and Section 6.06(c) and (d).
Each Noteholder shall promptly notify the Indenture Trustee in
writing upon the receipt of a court order as described in clause (c)(vii) of the
definition of Class A Principal Remittance Amount. The Indenture Trustee shall
promptly notify the Note Insurer upon its receipt from any Noteholder of any
such court order. If the payment of any portion or all of any amount that is
insured by the Note Insurer under the Note Insurance Policy is voided pursuant
to a final order of a court exercising proper jurisdiction in an insolvency
proceeding to the effect that the Indenture Trustee or the Class A Noteholder,
as the case may be, is required to return any such payment or portion thereof
prior to the expiration date of the Note Insurance Policy because such payment
was voided under the U.S. Bankruptcy Code, with respect to which order the
appeal period has expired without an appeal having been filed (a "Final Order"),
and, as a result, the Indenture
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Trustee or any Noteholder is required to return such voided payment, or any
portion of such voided payment made in respect of the Class A Notes (a
"Preference Amount"), the Note Insurer will pay an amount equal to each such
Preference Amount, on the second Business Day following receipt by the Note
Insurer of (x) a certified copy of the Final Order, (y) an assignment, in form
reasonably satisfactory to the Note Insurer, irrevocably assigning to the Note
Insurer all rights and claims of the Indenture Trustee and/or such Noteholder
relating to or arising under such Preference Amount and appointing the Note
Insurer as the agent of the Indenture Trustee and/or such Class A Noteholder in
respect of such Preference Amount, and (z) a Notice appropriately completed and
executed by the Indenture Trustee or such Noteholder, as the case may be. Such
payment shall be made to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Final Order and not to the Indenture Trustee
or Noteholder directly (unless a Noteholder has previously paid such amount to
such receiver, conservator, debtor-in-possession or trustee named in such Final
Order in which case payment shall be made to the Indenture Trustee for
distribution to the Class A Noteholder upon proof of such payment reasonably
satisfactory to the Note Insurer). Notwithstanding the foregoing, in no event
shall the Note Insurer be (i) required to make any payment under the Note
Insurance Policy in respect of any Preference Amount to the extent such
Preference Amount is comprised of amounts previously paid by the Note Insurer
thereunder, or (ii) obligated to make any payment in respect of any Preference
Amount, which payment represents a payment of the principal amount of the Notes,
prior to the time the Note Insurer otherwise would have been required to make a
payment in respect of such principal.
Each Noteholder, by its purchase of the Notes, the Servicer and the
Indenture Trustee hereby agree that the Note Insurer may at any time during the
continuation of any proceeding relating to a preference claim direct all matters
relating to such preference claim, including, without limitation, the direction
of any appeal of any order relating to such preference claim and the posting of
any surety, supersedeas or performance bond pending any such appeal. In addition
and without limitation of the foregoing, the Note Insurer shall be subrogated to
the rights of the Servicer, the Indenture Trustee and each Noteholder in the
conduct of any such preference claim, including, without limitation, all rights
of any party to an adversary proceeding action with respect to any court order
issued in connection with any such preference claim.
The Indenture Trustee shall receive, as attorney-in-fact of each
Holder of a Note, any Insured Payment with respect to the related Group from the
Note Insurer and disburse the same to each Holder of a Note with respect to the
related Group in accordance with the provisions of this Section 6.06. Insured
Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance
Policy shall not be considered payment by the Trust nor shall such payments
discharge the obligation of the Trust with respect to such Notes, and the Note
Insurer shall become the owner of such unpaid amounts due from the Trust in
respect of Class A Notes. The Indenture Trustee hereby agrees on behalf of each
Holder of a Class A Note for the benefit of the Note Insurer that it
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recognizes that to the extent the Note Insurer makes Insured Payments with
respect to a Group, either directly or indirectly (as by paying through the
Indenture Trustee), to the related Class A Noteholders, the Note Insurer will be
subrogated to the rights of such Class A Noteholders, with respect to such
Insured Payment, shall be deemed, to the extent of the payments so made, to be a
registered Class A Noteholder and shall receive all future related Class A
Remittance Amounts with respect to such Group until all such Insured Payments by
the Note Insurer have been fully reimbursed, subject to the following paragraph.
To evidence such subrogation, the Indenture Trustee shall, or shall cause the
Certificate Registrar to, note the Note Insurer's rights as subrogee on the
registration books maintained by the Indenture Trustee or the Certificate
Registrar upon receipt from the Note Insurer of proof of payment of any Insured
Payment. Except as otherwise described herein, the Note Insurer shall not
acquire any voting rights hereunder as a result of such subrogation. The effect
of the foregoing provisions is that, to the extent of Insured Payments made by
it, the Note Insurer shall be paid before payment of the balance of the Class A
Remittance Amount with respect to the related Group for which an Insured Payment
was made, is made to the other Holders of the related Class A Notes, subject to
the following paragraph.
It is understood and agreed that the intention of the parties is
that the Note Insurer shall not be entitled to reimbursement on any Payment Date
for amounts previously paid by it with respect to a Group unless on such Payment
Date the full amount of the related Class A Remittance Amount with respect to
the related Class of Class A Notes shall have been distributed to the related
Class A Noteholders (exclusive of any related Class A Carry-Forward Amount, to
the extent representing amounts previously paid to such related Class A
Noteholders as Insured Payments or representing interest accrued in respect of
Insured Payments) for such Payment Date.
(c) With respect to each Class that has a Note Principal Balance
greater than zero, on or before each Payment Date, the Servicer shall determine
the Overcollateralization Amount for each Group after giving effect to the
distribution of the related Class A Principal Remittance Amount to the Holders
of the related Class of Class A Notes on such Payment Date and the amount of the
related Net Excess Spread. Unless an Event of Default under the Indenture shall
have occurred and be continuing and an acceleration has been declared and not
rescinded pursuant to the Indenture, on each Payment Date the Indenture Trustee
shall withdraw from each Note Distribution Account the related Amount Available,
and make distributions thereof, based upon the information set forth in the
Servicer's Certificate for such Payment Date, in the following order of priority
to the extent available, except to the extent that the priority set forth in
Section 6.07 shall be applicable:
(A) With respect to the Class 1A Notes and Group 1:
(X) If the Payment Date is prior to the Cross-Over Date, the
Indenture Trustee shall distribute the indicated amounts in the following
order of priority:
(i) to the Class 1A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), an amount
equal to the lesser of:
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(A) the Amount Available with respect to Group 1; and
(B) the Class 1A Interest Remittance Amount;
(ii) to the Class 1A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied
to reduce the Class 1A Note Principal Balance to the extent described
below, until the Class 1A Note Principal Balance has been reduced to zero
and to make payments in respect of the amounts described in clauses (c)(v)
(to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Note Insurer or interest accrued thereon pursuant to the
definition of Class A Carry-Forward Amount) and (c)(vii) of the definition
of the Class A Principal Remittance Amount, an amount equal to the lesser
of:
(A) the balance of the Amount Available with respect to Group
1 after payments described in clause (X)(i) above; and
(B) the Class A Principal Remittance Amount with respect to
the Class 1A Notes;
(iii) to the Group 1 Trustee Expense Account, an amount equal to the
lesser of (A) the balance of the Amount Available with respect to Group 1
after payments described in clauses (X)(i) and (ii) above and (B) any
accrued and unpaid Annual Trustee Expense Amount with respect to Group 1;
(iv) to the Class 1A Noteholders to be applied to reduce the Class
1A Note Principal Balance until the Class 1A Note Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Group
1 after payments described in clauses (X)(i) through (iii) above,
less that portion, if any, of the Net Excess Spread and Excess
Principal with respect to Group 1 included in the Amount Available
for Group 2 on such Payment Date; and
(B) the Additional Principal;
(v) to the Servicer and/or the Seller, an amount equal to the lesser
of (A) the balance of the Amount Available with respect to Group 1 after
payments described in clauses (X)(i) through (iv) above, less that
portion, if any, of the Net Excess Spread and Excess Principal with
respect to Group 1 included in the Amount Available for Group 2 on such
Payment Date, and (B) any expenses incurred in connection with any third
party claims that remain unreimbursed;
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(vi) to the Servicer, an amount equal to the lesser of the balance
of (A) the Amount Available with respect to Group 1 after payments
described in clauses (X)(i) through (v) above, less that portion, if any,
of the Net Excess Spread and Excess Principal with respect to Group 1
included in the Amount Available for Group 2 on such Payment Date, and (B)
the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable
Monthly Advances with respect to Group 1 previously made by the Servicer
and not previously reimbursed;
(vii) to the Reserve Account, the Excess Overcollateralization
Amount with respect to Group 1, if any;
(viii) to the Class 1A Noteholders until the Class 1A Note Principal
Balance has been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Remaining Net Excess Spread with
respect to Group 1, if any, after payments described in clauses
(X)(i) through (vii) above (in proportion to the amount of the
Available Funds Cap Carry-Forward Amount that would have been
distributed to such Class 1A Noteholders on such Payment Date); and
(B) the Available Funds Cap Carry-Forward Amount with respect
to the Class 1A Notes, if any; and
(ix) to the Certificate Paying Agent for payment to the
Certificateholders, the balance of the Amount Available with respect to
Group 1, if any, after payments described in clauses (X)(i) through (viii)
above, less that portion, if any, of the Net Excess Spread and Excess
Principal with respect to Group 1 included in the Amount Available for
Group 2 on such Payment Date.
(Y) If the Payment Date is on or after the Cross-Over Date, the Indenture
Trustee shall distribute the indicated amounts in the following order of
priority:
(i) to the Class 1A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), an amount
equal to the lesser of:
(A) the Amount Available with respect to Group 1; and
(B) the Class 1A Interest Remittance Amount;
(ii) to the Class 1A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied
to reduce the Class 1A Note Principal Balance until the Class 1A Note
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
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described in clause (c)(v) represent prior Insured Payments by the Note
Insurer or interest accrued thereon pursuant to the definition of Class A
Carry-Forward Amount) and (c)(vii) of the definition of Class A Principal
Remittance Amount, an amount equal to the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Group 1 after payments described in clause (Y)(i) above; and
(B) the Class A Principal Remittance Amount with respect to
the Class 1A Notes;
(iii) to the Group 1 Trustee Expense Account, an amount equal to the
lesser of the balance of the Amount Available with respect to Group 1
after payments described in clauses (Y)(i) and (ii) above and any accrued
and unpaid Annual Trustee Expense Amount with respect to Group 1;
(iv) to the Servicer and/or the Seller, an amount equal to the
lesser of (A) the balance of the Amount Available with respect to Group 1
after payments described in clauses (Y)(i) through (iii) above, less that
portion, if any, of the Net Excess Spread and Excess Principal with
respect to Group 1 included in the Amount Available for Group 2 on such
Payment Date, and (B) any expenses incurred in connection with any third
party claims that remain unreimbursed;
(v) to the Servicer, an amount equal to the lesser of the balance of
(A) the Amount Available with respect to Group 1 after payments described
in clauses (Y)(i) through (iv) above, less that portion, if any, of the
Net Excess Spread and Excess Principal with respect to Group 1 included in
the Amount Available for Group 2 on such Payment Date, and (B) the
aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable
Monthly Advances with respect to Group 1 previously made by the Servicer
and not previously reimbursed; and
(vi) to the Reserve Account, the Excess Overcollateralization Amount
with respect to Group 1, if any;
(vii) to the Class 1A Noteholders until the Class 1A Note Principal
Balance has been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Remaining Net Excess Spread with respect to
Group 1 after payments described in clauses (y)(i) through (vi)
above (in proportion to the amount of the Available Funds Cap
Carry-Forward Amount that would have been distributed to such Class
1A Noteholders on such Payment Date); and
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(B) the Available Funds Cap Carry-Forward Amount with respect to the
Class 1A Notes, if any; and
(viii) to the Certificate Paying Agent for payment to the
Certificateholders, the balance of the Amount Available with respect to
Group 1, if any, after payments described in clauses (Y)(i) through (vii)
above, less that portion, if any, of the Net Excess Spread and Excess
Principal with respect to Group 1 included in the Amount Available for
Group 2 on such Payment Date.
(B) With respect to the Class 2A Notes and Group 2:
(X) If the Payment Date is prior to the Cross-Over Date, the
Indenture Trustee shall distribute the indicated amounts in the following
order of priority:
(i) to the Class 2A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), an amount
equal to the lesser of:
(A) the Amount Available with respect to Group 2; and
(B) the Class 2A Interest Remittance Amount;
(ii) to the Class 2A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied
to reduce the Class 2A Note Principal Balance to the extent described
below, until the Class 2A Note Principal Balance has been reduced to zero
and to make payments in respect of the amounts described in clauses (c)(v)
(to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Note Insurer or interest accrued thereon pursuant to the
definition of Class A Carry-Forward Amount) and (c)(vii) of the definition
of the Class A Principal Remittance Amount, an amount equal to the lesser
of:
(A) the balance of the Amount Available with respect to Group
2 after payments described in clause (X)(i) above; and
(B) the Class A Principal Remittance Amount with respect to
the Class 2A Notes;
(iii) to the Group 2 Trustee Expense Account, an amount equal to the
lesser of the balance of the Amount Available with respect to Group 2
after payments described in clauses (X)(i) and (ii) above and any accrued
and unpaid Annual Trustee Expense Amount with respect to Group 2;
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(iv) to the Class 2A Noteholders to be applied to reduce the Class
2A Note Principal Balance until the Class 2A Note Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Group
2 after payments described in clauses (X)(i) through (iii) above,
less that portion, if any, of the Net Excess Spread and Excess
Principal with respect to Group 2 included in the Amount Available
for Group 1 on such Payment Date; and
(B) the Additional Principal;
(v) to the Servicer and/or the Seller, an amount equal to the lesser
of the balance of (A) the Amount Available with respect to Group 2 after
payments described in clauses (X)(i) through (iv) above, less that
portion, if any, of the Net Excess Spread and Excess Principal with
respect to Group 2 included in the Amount Available for Group 1 on such
Payment Date, and (B) any expenses incurred in connection with any third
party claims that remain unreimbursed;
(vi) to the Servicer, an amount equal to the lesser of the balance
of (A) the Amount Available with respect to Group 2 after payments
described in clauses (X)(i) through (v) above, less that portion, if any,
of the Net Excess Spread and Excess Principal with respect to Group 2
included in the Amount Available for Group 1 on such Payment Date, and (B)
the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable
Monthly Advances with respect to Group 2 previously made by the Servicer
and not previously reimbursed;
(vii) to the Reserve Account, the Excess Overcollateralization
Amount with respect to Group 2, if any;
(viii) to the Class 2A Noteholders until the Class 2A Note Principal
Balance has been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Remaining Net Excess Spread with
respect to Group 2, if any, after payments described in clauses
(X)(i) through (vii) (in proportion to the amount of Available Funds
Cap Carry-Forward Amount that would have been distributed to such
Class 2A Noteholder on such Payment Date); and
(B) the Available Funds Cap Carry-Forward Amount, if any; and
(ix) to the Certificate Paying Agent for payment to
Certificateholders, the balance of the Amount Available with respect to
Group 2, if any, after payments described in clauses (X)(i) through (viii)
above, less that portion, if any, of the Net Excess Spread and Excess
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Principal with respect to Group 2 included in the Amount Available for
Group 1 on such Payment Date.
(Y) If the Payment Date is on or after the Cross-Over Date, the Indenture
Trustee shall distribute the indicated amounts in the following order of
priority:
(i) to the Class 2A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), an amount
equal to the lesser of:
(A) the Amount Available with respect to Group 2; and
(B) the Class 2A Interest Remittance Amount;
(ii) to the Class 2A Noteholders (including for purposes of this
Section 6.06(c), the Note Insurer as the subrogee thereof), to be applied
to reduce the Class 2A Note Principal Balance until the Class 2A Note
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the Note
Insurer or interest accrued thereon pursuant to the definition of Class A
Carry-Forward Amount) and (c)(vii) of the definition of Class A Principal
Remittance Amount below, an amount equal to the lesser of:
(A) the balance of the Net Excess Amount Available with
respect to Group 2 after payments described in clause (Y)(i) above,;
and
(B) the Class A Principal Remittance Amount with respect to
the Class 2A Notes;
(iii) to the Group 2 Trustee Expense Account, an amount equal to the
lesser of (A) the balance of the Amount Available with respect to Group 2
after payments described in clauses (Y)(i) and (ii) above and (B) any
accrued and unpaid Annual Trustee Expense Amount with respect to Group 2;
(iv) to the Servicer and/or the Seller, an amount equal to the
lesser of (A) the balance of the Amount Available with respect to Group 2
after payments described in clauses (Y)(i) through (iii) above, less that
portion, if any, of the Net Excess Spread and Excess Principal with
respect to Group 2 included in the Amount Available for Group 1 on such
Payment Date, and (B) any expenses incurred in connection with any third
party claims that remain unreimbursed;
(v) to the Servicer, an amount equal to the lesser of the balance of
(A) the Amount available with respect to Group 2 after payments described
in clauses (Y)(i) through (iv) above, less that portion, if any, of the
Net Excess Spread and Excess Principal with respect
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to Group 2 included in the Amount Available for Group 1 on such Payment
Date, and (B) the aggregate of any Nonrecoverable Servicing Advances and
Nonrecoverable Monthly Advances with respect to Group 2 previously made by
the Servicer and not previously reimbursed;
(vi) to the Reserve Account, the Excess Overcollateralization Amount
with respect to Group 2, if any;
(vii) to the Class 2A Noteholders until the Class 2A Note Principal
Balance has been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Remaining Net Excess Spread with respect to
Group 2 after payments described in clauses (Y)(i) through
(vi) above and payments of Additional Principal, if any, to
the Class 1A Noteholders (in proportion to the amount of
Available Funds Cap Carry-Forward Amount that would have been
distributed to such Class 2A Noteholder on such Payment Date);
and
(B) the Available Funds Cap Carry-Forward Amount, if any; and
(viii) to the Certificate Paying Agent for payment to the
Certificateholders, the balance of the Amount Available with respect to
Group 2, if any, after payments described in clauses (Y)(i) through (vii)
above, less that portion, if any, of the Net Excess Spread and Excess
Principal with respect to Group 2 included in the Amount Available for
Group 1 on such Payment Date.
As contemplated by Section 6.06(b) above, amounts distributed to the
related Class A Noteholders pursuant to Sections 6.06(c)(A)(X)(i) and (ii) and
6.06(c)(A)(Y)(i) and (ii) with respect to Group 1, and Sections 6.06(c)(B)(X)(i)
and (ii) and 6.06(c)(B)(Y)(i) and (ii) with respect to Group 2 above shall be
applied first to distributions to the actual Noteholders, to the extent of, as
applicable, the related Class A Remittance Amount with respect to the related
Classes of Class A Notes (exclusive of any Class A Carry-Forward Amount to the
extent representing amounts previously paid to the related Classes of Class A
Noteholders, as Insured Payments or representing interest accrued in respect of
Insured Payments), and then to reimbursement payments to the Note Insurer as
subrogee to such Noteholders.
Upon the earlier to occur of (i) June 26, 2000 and (ii) the
termination of this Agreement, the Indenture Trustee shall distribute any amount
remaining in the related Pre-Funding Account as part of the Amount Available for
the immediately following Payment Date, net of any investment earnings, to the
Class 1A or Class 2A Noteholders, in proportion to the Class 1A Note Principal
Balance and the Class 2A Note Principal Balance, respectively, to reduce the
Class 1A Note Principal Balance and the Class 2A Note Principal Balance until
the Class 1A Note Principal Balance and the Class 2A Note Principal Balance are
zero.
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(d) Except as otherwise provided in the next succeeding sentence and
Sections 6.06(e) and 6.07, all distributions made to the Class 1A Noteholders or
Class 2A Noteholders as a Class on each Payment Date will be made on a pro rata
basis among the Noteholders of record of the respective Class on the immediately
preceding Record Date based on the Percentage Interest represented by their
respective Notes, and shall be made by wire transfer of immediately available
funds to the account of such Noteholder at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall own of record any
Class A Note with an initial related Class A Note Principal Balance in excess of
$5,000,000 appearing in the Note Register and shall have provided timely and
complete wiring instructions, and otherwise by check mailed to the address of
such Noteholder appearing in the Note Register. The final distribution on each
Note will be made in the manner, but only upon presentment and surrender of such
Note at the location specified in the notice to Noteholders of such final
distribution.
(e) Each distribution with respect to a Book-Entry Note shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Note Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Note Owners that it represents. All such credits and
disbursements with respect to a Book-Entry Note are to be made by the Depository
and the Depository Participants in accordance with the provisions of the Class A
Notes. None of the Indenture Trustee, the Note Registrar, the Seller nor the
Servicer shall have any responsibility therefor except as otherwise provided by
applicable law.
To the extent applicable and not contrary to the rules of the
Depository, the Indenture Trustee shall comply with the provisions of the form
of the respective Class A Note as set forth in Exhibits A-1 and A-2 to the
Indenture.
(f) Notwithstanding the foregoing, the Indenture Trustee, prior to
making any distributions to the Certificate Paying Agent pursuant to Sections
6.06(c)(A)(X)(ix), 6.06(c)(A)(Y)(viii), 6.06(c)(B)(X)(ix) and
6.06(c)(B)(Y)(viii) above, shall, from the remaining Amount Available for each
Group, reimburse the Administrator for all expenses incurred pursuant to the
Administration Agreement that remain unreimbursed.
Section 6.07 Insufficiency of Amount Available or Net Excess Amount
Available.
If as of any Payment Date the Amount Available, if such Payment Date
is prior to the Cross-Over Date, or the related Net Excess Amount Available plus
that additional portion of the Amount Available constituting Excess Spread
available to pay the related Class A Interest Remittance Amount with respect to
the related Class of Class A Notes pursuant to Section 6.06(c)(A)(Y)(i) with
respect to Group 1 and Section 6.06(c)(B)(Y)(i) with respect to Group 2 above,
if such Payment Date is on or after the Cross-Over Date, is insufficient to pay
the related Class A Noteholders the related Class A Interest Remittance Amount,
then the related Amount Available or
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related Net Excess Amount Available, plus that additional portion of the related
Amount Available constituting Excess Spread with respect to the related Group
available to pay the related Class A Interest Remittance Amount with respect to
the related Class of Class A Certificates pursuant to Section 6.06(c)(A)(Y)(i)
with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with respect to Group 2
above, as the case may be, shall be distributed by the Indenture Trustee to the
related Class A Noteholders (including the Note Insurer as subrogee thereof) as
follows, with respect to each Group: first, to the extent of the related Class A
Remittance Amount with respect to the related Class of Class A Notes exclusive
of that portion of the related Class A Carry-Forward Amount representing amounts
previously covered by Insured Payments with respect to the related Group or
interest accrued in respect of such Insured Payments, in proportion to the
amount of interest that would have been distributed to such related Class A
Noteholder absent such shortfall; and second, that portion of the related Class
A Carry-Forward Amount representing amounts previously covered by Insured
Payments with respect to the related Group or interest accrued in respect of
such Insured Payments with respect to the related Group, in proportion to the
amount of interest that would have been distributed to such related Class A
Noteholder absent such shortfall.
Section 6.08 Servicer's Certificate.
On or before 10:00 a.m. New York City time on the Determination
Date, the Servicer shall deliver to the Note Insurer and the Indenture Trustee,
by telecopy, the receipt and legibility of which shall be confirmed
telephonically, with hard copy thereof (and in the case of the remittance report
referenced below, such report to the Indenture Trustee in computer readable
magnetic tape, electronic data file or equivalent form) to be delivered on the
following Business Day, a certificate signed by a Servicing Officer and the
Servicer's Monthly Remittance Report substantially in the form attached hereto
as Exhibit Q (together, the "Servicer's Certificate") stating the date (day,
month and year), the series number of the Notes, the date of this Agreement, and
the following information with respect to each Group:
(i) The Available Remittance Amount for the related Payment Date and
any portion thereof that has been deposited in the related Note
Distribution Account but, pursuant to an order of a United States
bankruptcy court of competent jurisdiction imposing a stay pursuant to
Section 362 of the United States Bankruptcy Code, may not be withdrawn
therefrom, the Amount Available with respect to each Group and the Net
Excess Amount Available with respect to each Group;
(ii) The Class 1A Note Principal Balance, the Class 2A Note
Principal Balance, the Group 1 Principal Balance less the aggregate
Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown
Companion Loans, the aggregate Principal Balance of the Group 1 Mortgage
Loans that are Permanent Buydown Companion Loans and the Group 2 Principal
Balance as reported in the prior Servicer's Certificate pursuant to
subclause (xii) below, or, in the case of the first Determination Date,
the Original Class 1A Note Principal Balance and the Original Class 2A
Note Principal Balance;
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(iii) The number and Principal Balances of all Mortgage Loans which
were the subject of Principal Prepayments during the related Due Period;
(iv) The amount of all Curtailments which were received during the
Due Period;
(v) The combined aggregate amount of (i) all Excess Payments and
(ii) the principal portion of all Monthly Payments received during the
related Due Period;
(vi) The amount of interest received on the Mortgage Loans;
(vii) The amount of the Monthly Advances to be made on the
Determination Date, the Compensating Interest payment to be made on the
Determination Date, the related Interest Coverage Addition, if any, to be
made on the Payment Date and the amount to be deposited into the related
Note Distribution Account from funds on deposit in the related Reserve
Account pursuant to Section 6.14(c) on the Payment Date;
(viii) The delinquency and foreclosure information calculated as of
the end of the month preceding the Determination Date set forth in the
form attached hereto as Exhibit N;
(ix) The Class A Principal Remittance Amount, the Class 1A Interest
Remittance Amount, the Class 2A Interest Remittance Amount and for the
related Payment Date with the components thereof stated separately and the
portion of the Class A Principal Remittance Amount to be distributed to
the Class 1A Noteholders and the Class 2A Noteholders, respectively;
(x) With respect to each Group, (a) the amount of the Insured
Payment, if any, to be made on the related Payment Date, separately
identified with respect to the Class 1A Notes and the Class 2A Notes, (b)
the amount, if any, of previously unreimbursed Insured Payments, and (c)
the aggregate portion of the amounts described in clause (ix) above that
represents unpaid interest accrued in respect of Insured Payments in
accordance with the definition of Class A Carry-Forward Amount;
(xi) The amount to be distributed to the Certificateholders for the
Payment Date;
(xii) The Class 1A Note Principal Balance, the Class 2A Note
Principal Balance, the Group 1 Principal Balance, the aggregate balance of
the Permanent Buydown Companion Loans and the Group 2 Principal Balance
each after giving effect to the distribution to be made on the related
Payment Date;
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(xiii) With respect to each Group, the weighted average maturity and
the weighted average Mortgage Rate;
(xiv) The Servicing Fees and the amounts to be paid to the Note
Insurer as the Monthly Premium pursuant to Section 6.04 and to the related
Trustee Expense Account pursuant to Section 6.03;
(xv) The amount of all payments or reimbursements to the Servicer
pursuant to Section 5.04 (ii), (iv), (vi) and (ix) above and the amounts,
if any, withdrawn pursuant to 5.04 (v) and (vii) above;
(xvi) The related Group Factor, computed to seven (7) decimal
places;
(xvii) With respect to each Group, the Excess Spread to be deposited
in the related Note Distribution Account pursuant to Section 6.01(iii)
above;
(xviii) With respect to each Group, (a) the allocation of Excess
Spread to be distributed pursuant to Section 6.06(c) above to Class 1A and
Class 2A Noteholders, to the Servicer and/or Seller as Reimbursable
Amounts, to the Servicer as Nonrecoverable Advances and to the
Certificateholders and (b) the Available Funds Cap Carry-Forward Amount
for the immediately preceding Payment Date;
(xix) With respect to each Group, the sum of all Realized Losses
since the Closing Date, the Subordinated Amount as of such Payment Date,
and the Unrecovered Class A Portion if any;
(xx) The amounts which are reimbursable to the Servicer or the
Seller, as appropriate, pursuant to Sections 6.02, 6.03(c), 6.04 and
6.06(c) above;
(xxi) With respect to each Group, the number of Mortgage Loans at
the beginning and at the end of the related Due Period;
(xxii) If the related Payment Date is the final Payment Date in
connection with the purchase by the Servicer of all the Mortgage Loans and
REO Properties of the related Group pursuant to Section 11.01, the
Termination Price;
(xxiii) With respect to each Group, for the June 26, 2000 Payment
Date, the balance of the related Pre-Funded Amount that has not been used
to purchase Subsequent Mortgage Loans and that is being distributed to the
related Class of Class A Noteholders as a mandatory prepayment of
principal, if any, on such Payment Date pursuant to the last paragraph of
Section 6.06(c) above;
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(xxiv) With respect to each Group, the Overcollateralization Amount
after giving effect to the distribution of the related Class A Principal
Remittance Amount on such Payment Date, the Required Overcollateralization
Amount for such Payment Date, the Undercollateralization Amount for such
Payment Date, the related Uncovered Class A Portion for such Payment Date
and the amount of the related Additional Principal to be distributed on
such Payment Date;
(xxv) The amount on deposit in the Reserve Accounts for such Payment
Date and the amount, if any, to be released to the Certificateholders from
the Reserve Accounts pursuant to Section 6.14(c);
(xxvi) Such other information as the Note Insurer and the
Noteholders may reasonably request and which is produced or available in
the ordinary course of the Servicer's business; and
(xxvii) The aggregate unpaid principal balance of all delinquent
Mortgage Loans repurchased by the Servicer on any Determination Date and
cumulatively since the Closing Date pursuant to Section 5.11.
The Indenture Trustee shall forward copies of such Servicer's
Certificate to the Noteholders and Moody's on the Payment Date. All reports
prepared by the Indenture Trustee of such withdrawals and deposits will be based
in whole or in part upon the information provided to the Indenture Trustee by
the Servicer, and the Indenture Trustee may fully rely upon and shall have no
liability with respect to such information provided by the Servicer.
To the extent that there are inconsistencies between the telecopy of
the Servicer's Certificate and the hard copy thereof, the Indenture Trustee
shall be entitled to rely upon the telecopy.
In the case of information furnished pursuant to subclauses (ii),
(iii), (iv), (v), (ix), (x) and (xii) above, the amounts shall be expressed in a
separate section of the report as a dollar amount for each Class per $1,000
original dollar amount as of the Cut-off Date, in the case of such information
relevant to Class A Noteholders.
(a) Within a reasonable period of time after the end of each
calendar year, the Servicer shall furnish to the Indenture Trustee for
distribution to each Person who at any time during the calendar year was a Class
A Noteholder, if requested in writing by such Person, such information as is
reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (vi), (ix) and (xiv) above, aggregated for
such calendar year or applicable portion thereof during which such Person was a
Noteholder. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Servicer to the Indenture Trustee or the Noteholders pursuant to
any requirements of the Code as from time to time are in force.
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(b) On each Payment Date, the Indenture Trustee shall forward to the
Certificateholders a copy of the reports forwarded to the Class A Noteholders in
respect of such Payment Date and a statement setting forth the amounts actually
distributed to the Certificateholders on such Payment Date together with such
other information as the Servicer deems necessary or appropriate.
(c) Within a reasonable period of time after the end of each
calendar year, the Servicer shall furnish to the Indenture Trustee for
distribution to each Person who at any time during the calendar year was a
Certificateholder, if requested in writing by such Person, such information as
is reasonably necessary to provide to such Person a statement containing the
information provided pursuant to the previous paragraph aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Servicer to the Indenture Trustee or the Certificateholders
pursuant to any requirements of the Code as from time to time in force.
(d) Upon reasonable advance notice in writing, the Servicer will
provide to each Class A Noteholder which is a savings and loan association, bank
or insurance company access to information and documentation regarding the
Mortgage Loans sufficient to permit such Class A Noteholders to comply with
applicable regulations of the FDIC or other regulatory authorities with respect
to investment in the Class A Notes.
(e) The Servicer shall furnish to each Securityholder, during the
term of this Agreement, such periodic, special, or other reports or information,
whether or not provided for herein, as shall be necessary, reasonable, or
appropriate with respect to the Securityholder, or otherwise with respect to the
purposes of this Agreement, all such reports or information to be provided by
and in accordance with such applicable instructions and directions as the
Securityholder may reasonably require; provided, that the Servicer shall be
entitled to be reimbursed by such Securityholder for the Servicer's actual
expenses incurred in providing such reports, if such reports are not generally
produced in the ordinary course of the Servicer's business.
(f) Reports and computer tapes furnished by the Servicer pursuant to
this Agreement shall be deemed confidential and of proprietary nature, and shall
not be copied or distributed except in connection with the purposes and
requirements of this Agreement. No Person entitled to receive copies of such
reports or tapes shall use the information therein for the purpose of soliciting
the customers of the Seller or for any other purpose except as set forth in this
Agreement.
(g) Within a reasonable period of time after the Closing Date, the
Servicer will provide to the Note Insurer, or its designee, a computer tape or
electronic transmission (a "Data Tape"), in a format and containing such of the
servicing data maintained by the Servicer with respect to the Mortgage Loans as
of the Cut-off Date as shall be mutually agreed to by the Servicer and the Note
Insurer (but in any event the Data Tape shall contain the Servicer's Monthly
Remittance Report
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and such other information as the Note Insurer may reasonably request), together
with a written explanation (the "Data Dictionary") of each of the data fields
included in such Data Tape. Thereafter, on a monthly basis, the Servicer will
provide to the Note Insurer, or its designee, a Data Tape as of the end of the
preceding Due Period, together with a written explanation of any revisions made
to the Data Dictionary during the preceding Due Period. The Note Insurer shall
have no duty or obligation with respect to the accuracy of the information
contained in any Data Tape or in the Data Dictionary.
Section 6.09 Advances by the Servicer.
Not later than 4:00 p.m. New York time on the Determination Date,
the Servicer shall remit to the Indenture Trustee for deposit in the related
Note Distribution Account an amount (as indicated in the Servicer's Certificate
prepared pursuant to Section 6.08 above), to be distributed on the related
Payment Date pursuant to Section 6.06 above, equal to the sum of, with respect
to each Group (a) the interest portion of each Monthly Payment due but not
received during the related Due Period (net of the Servicing Fee and the Annual
Trustee Expense Amount, plus (b) with respect to each REO Property with respect
to the related Group, which was acquired during or prior to the related Due
Period and as to which an REO Disposition did not occur during the related Due
Period, an amount equal to the excess, if any, of interest on the Principal
Balance of each such REO Property at the related Mortgage Rate (net of the
Servicing Fee and the Annual Trustee Expense Amount) for the most recently ended
calendar month over the net income from the REO Property transferred to the
Principal and Interest Account with respect to the related Group during the
related Due Period pursuant to Section 5.10 above, plus (c) with respect to a
Mortgage Loan with a delinquent Balloon Payment, an amount equal to the assumed
interest portion of the aggregate amount of the Monthly Payment that would have
been due on the related Due Period (net of the Servicing Fee and the Annual
Trustee Expense); except that, after the Cross-Over Date, the Servicer shall not
be required to remit as the sum of clauses (a), (b) and (c) above, an amount in
excess of the sum of the related Class A Interest Remittance Amount and the
related Monthly Premium for the immediately following Remittance Date, plus (d)
with respect to each such Payment Date, the amount necessary on the first,
second, third, fourth and fifth Payment Dates to pay 30 days' interest with
respect to each non-delinquent Subsequent Mortgage Loan (net of the Servicing
Fee and the Annual Trustee Expense Amount), plus (e) with respect to each
Payment Date, if pursuant to Section 5.04(ii) above the Servicer has previously
reimbursed itself for a Monthly Advance made pursuant to Section 6.09(c) or
Section 6.09(d) above, then an amount equal to such amount previously
reimbursed, such sum being defined herein as the "Monthly Advance". In lieu of
making all or a portion of such Monthly Advance from its own funds, the Servicer
may (i) cause to be made an appropriate entry in its records relating to the
Principal and Interest Account with respect to the related Group that any amount
held in the Principal and Interest Account with respect to the related Group,
and not required for distribution on the immediately succeeding Payment Date has
been used by the Servicer in discharge of its obligation to make any such
Monthly Advance and (ii) transfer such funds from the Principal and Interest
Account with respect to the related Group, to the related Note Distribution
Account. Any funds so applied and transferred shall be replaced by the Servicer
by deposit in the related Principal and Interest Account no later than the close
of business on the Business Day
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immediately preceding the Payment Date on which such funds are required to be
distributed pursuant to this Agreement. The Servicer may reimburse itself
pursuant to Section 5.04 above for Monthly Advances made from its own funds.
Notwithstanding the foregoing, the Monthly Advance required on the first Payment
Date by Section 6.09(d) above shall be mandatory, and each successive Monthly
Advance pursuant to Section 6.09(d) and Section 6.09(e) above shall be made if
and to the extent the Servicer has reimbursed itself for amounts previously
advanced pursuant to such Sections 6.09(d) and 6.09(e), as the case may be.
Section 6.10 Compensating Interest.
Not later than the close of business on each Determination Date,
with respect to each Mortgage Loan for which a Principal Prepayment or
Curtailment was received during the related Due Period, the Servicer shall remit
to the Indenture Trustee for deposit in the related Note Distribution Account
from amounts otherwise payable to it as Servicing Compensation (as indicated in
the Servicer's Certificate prepared pursuant to Section 6.08 above), an amount
equal to the difference between (a) 30 days' interest on the Principal Balance
of each such Mortgage Loan (other than a Periodic Payment Loan) or 28 days
interest on the Principal Balance of each such Periodic Payment Loan immediately
following the Payment Date in the related Due Period at the Mortgage Rate, net
of the Servicing Fee and the Annual Trustee Expense Amount, and after the
related Cross-Over Date, the Excess Spread with respect to the related Group,
and (b) the amount of interest actually received on each such Mortgage Loan for
such Due Period, net of the Servicing Fee, the Annual Trustee Expense Amount,
and after the related Cross-Over Date, the Excess Spread with respect to the
related Group.
Section 6.11 [Reserved].
Section 6.12 Pre-Funding Account.
(a) With respect to each Group and no later than the Closing Date,
the Indenture Trustee shall establish one or more segregated trust accounts that
are Eligible Accounts, which shall be titled, with respect to Group 1, "Group 1
Pre-Funding Account, LaSalle Bank National Association, as trustee for the
registered holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1" and,
with respect to Group 2, "Group 2 Pre-Funding Account, LaSalle Bank National
Association, as trustee for the registered holders of AFC Mortgage Loan Asset
Backed Notes, Series 2000-1". The Indenture Trustee shall, promptly upon
receipt, deposit in the related Pre-Funding Account and retain therein the
Original Pre-Funded Amount with respect to the related Group remitted on the
Closing Date to the Indenture Trustee by the Seller. All income and gain
realized from investment of funds deposited in each Pre-Funding Account shall be
for the sole and exclusive benefit of the Seller and shall be remitted by the
Indenture Trustee to the Seller on the first Business Day following each Payment
Date. The Seller shall deposit in the related Pre-Funding Account the amount of
any net loss incurred in respect of any such Permitted Investments upon
realization of such loss.
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(b) Amounts on deposit in the related Pre-Funding Account shall be
withdrawn by the Indenture Trustee as follows:
(i) On any Subsequent Transfer Date, the Indenture Trustee, upon
written direction from the Seller, shall withdraw from the related
Pre-Funding Account an amount equal to the applicable percentage of the
Principal Balances of the Subsequent Mortgage Loans with respect to the
related Group transferred and assigned to the Indenture Trustee on such
Subsequent Transfer Date and pay such amount to or upon the order of the
Seller upon satisfaction of the conditions with respect to such transfer
and assignment set forth in Section 2.10(b) above with respect to all
Subsequent Mortgage Loans, Section 2.10(c) with respect to Group 1
Subsequent Mortgage Loans and Section 2.10(d) with respect to Group 2
Subsequent Mortgage Loans;
(ii) If the related Pre-Funded Amount has not been reduced to zero
during the Funding Period, on June 26, 2000, the Indenture Trustee shall
withdraw any amount remaining in the related Pre-Funding Account, net of
investment earnings, and deposit such amount in the related Note
Distribution Account in order to effect the distributions described in the
last paragraph of Section 6.06(c) above on such Payment Date and remit any
remaining balance to the Seller;
and also, in no particular order of priority:
(iv) to withdraw any amount not required to be deposited in the
related Pre-Funding Account or deposited therein in error;
(v) to withdraw investment earnings,
(vi) to clear and terminate the related Pre-Funding Account upon the
earliest to occur of (A) June 26, 2000, (B) the termination of this
Agreement and (C) the termination of the related Group, with any amounts
remaining on deposit therein being paid to the Certificateholders, and
(vii) to pay the Seller an amount agreed to by the Note Insurer and
the Seller, upon the establishment of a Cap Agreement pursuant to Section
6.17 of this Agreement. The Seller shall provide written instructions to
the Indenture Trustee indicating the amount of any such withdrawal. No
such withdrawal will be made without the prior written consent of the Note
Insurer.
Section 6.13 Interest Coverage Account.
(a) With respect to each Group and no later than the Closing Date,
the Indenture Trustee shall establish and maintain with itself a separate,
segregated trust account, which shall be
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an Eligible Account, titled, with respect to Group 1, "Group 1 Interest Coverage
Account, LaSalle Bank National Association, as trustee for the registered
holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1" and, with
respect to Group 2, "Group 2 Interest Coverage Account, LaSalle Bank National
Association, as trustee for the registered holders of AFC Mortgage Loan Asset
Backed Notes, Series 2000-1." The Indenture Trustee shall, promptly upon
receipt, deposit in the related Interest Coverage Account and retain therein the
related Interest Coverage Amount remitted on the Closing Date or any Subsequent
Transfer Date to the Indenture Trustee by the Seller. Funds deposited in the
related Interest Coverage Account shall be held in trust by the Indenture
Trustee for the Noteholders for the uses and purposes set forth herein. For
federal income tax purposes, the Seller shall be the owner of the related
Interest Coverage Account and shall report all items of income, deduction, gain
or loss arising therefrom. All income and gain realized from investment of funds
deposited in each Interest Coverage Account shall be for the sole and exclusive
benefit of the Seller and shall be remitted by the Indenture Trustee to the
Seller on the first Business Day following each Payment Date. The Seller shall
deposit in the related Interest Coverage Account the amount of any net loss
incurred in respect of any such Permitted Investment immediately upon
realization of such loss.
(b) With respect to each Group and on the April 25, 2000 Payment
Date, the Indenture Trustee shall withdraw from the related Interest Coverage
Account and deposit in the related Note Distribution Account an amount, as
provided in the Servicer's Monthly Remittance Report, equal to the sum of (A)
(i) 30 days' interest on the related Original Pre-Funded Amount at an annual
rate equal to 11.3650% with respect to Group 1 and 11.1550% with respect to
Group 2 minus (ii) the sum of (1) interest payments received on Subsequent
Mortgage Loans with respect to the related Group during the related Due Period
and (2) Monthly Advances in respect of interest portions of delinquent Monthly
Payments on Subsequent Mortgage Loans with respect to the related Group conveyed
to the Indenture Trustee during the related Due Period and (B) with respect to
Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of
interest that will accrue during the period of deferment on the principal
balance of such Deferred Payment Loan as transferred to the Trust.
(c) With respect to each Group and on the May 25, 2000 Payment Date,
the Indenture Trustee shall withdraw from the related Interest Coverage Account
and deposit in the related Note Distribution Account an amount, as provided in
the Servicer's Monthly Remittance Report, equal to the sum of (A) (i) 30 days'
interest on the related Original Pre-Funded Amount minus the aggregate Principal
Balance of Subsequent Mortgage Loans conveyed to the Indenture Trustee having a
Due Date on or prior to April 1, 2000 at an annual rate equal to 11.3650% with
respect to Group 1 and 11.1550% with respect to Group 2 minus (ii) the sum of
(1) interest payments received on Subsequent Mortgage Loans conveyed to the
Indenture Trustee during the related Due Period and (2) Monthly Advances in
respect of interest portions of delinquent Monthly Payments on Subsequent
Mortgage Loans with respect to the related Group conveyed to the Indenture
Trustee during the related Due Period and (B) with respect to Subsequent
Mortgage Loans that are Deferred Payment Loans, the amount of interest that will
accrue during the period of deferment on the principal balance of such Deferred
Payment Loan as transferred to the Trust.
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(d) With respect to each Group and on June 26, 2000, the Indenture
Trustee shall withdraw from the related Interest Coverage Account and deposit in
the related Note Distribution Account an amount, as provided in the Servicer's
Monthly Remittance Report, equal to the sum of (A) (i) 30 days' interest on the
related Original Pre-Funded Amount minus the aggregate Principal Balance of
Subsequent Mortgage Loans conveyed to the Indenture Trustee having a Due Date on
or prior to April 1, 2000 at an annual rate equal to 11.3650% with respect to
Group 1 and 11.1550% with respect to Group 2 minus (ii) the sum of (1) interest
payments received on Subsequent Mortgage Loans conveyed to the Indenture Trustee
during the related Due Period and (2) Monthly Advances in respect of interest
portions of delinquent Monthly Payments on Subsequent Mortgage Loans with
respect to the related Group conveyed to the Indenture Trustee during the
related Due Period and (B) with respect to Subsequent Mortgage Loans that are
Deferred Payment Loans, the amount of interest that will accrue during the
period of deferment on the principal balance of such Deferred Payment Loan as
transferred to the Trust.
(e) With respect to each Group and on the date of conveyance of a
Subsequent Mortgage Loan to the Indenture Trustee, excess funds on deposit in
the related Interest Coverage Account in an amount equal to the product of (i)
the Principal Balance of such Subsequent Mortgage Loan and (ii) 11.3650% with
respect to Group 1 and 11.1550% with respect to Group 2 and (iii) a fraction,
the numerator of which is the number of days from the Subsequent Transfer Date
to June 26, 2000 and the denominator of which is 360 days, shall be remitted
immediately to the Seller.
(f) With respect to each Group and upon the earlier of (i) the June
26, 2000 Payment Date, (ii) the reduction of the related Class 1A Note Principal
Balance or the Class 2A Note Principal Balance to zero, (iii) the termination of
this Agreement in accordance with Section 11.01, (iv) the date of the conveyance
of the last Subsequent Mortgage Loan to the Indenture Trustee, as set forth in a
written letter of instruction by the Servicer to the Indenture Trustee, or (v)
termination of the related Group, any amount remaining on deposit in the related
Interest Coverage Account other than the Deferred Interest Amount after
distributions pursuant to Sections 6.13(b), 6.13(c) and 6.13(d) above shall be
withdrawn by the Indenture Trustee and paid to the Seller.
(g) With respect to each Group and on each Payment Date after the
June 26, 2000 Payment Date, the Indenture Trustee shall withdraw from the
related Interest Coverage Account and deposit in the related Note Distribution
Account, an amount equal to the amount of interest that will accrue during the
period of deferment on the principal balance of any related Deferred Payment
Loan as transferred to the Issuer that would otherwise be due during the related
Due Period.
Section 6.14 Reserve Account.
(a) If necessary, the Indenture Trustee shall establish and maintain
with itself a separate, segregated trust account, which shall be an Eligible
Account, titled, "Reserve Account, LaSalle Bank National Association, as trustee
for the registered holders of AFC Mortgage Loan Asset Backed Notes, Series
2000-1". The Indenture Trustee shall, (i) in accordance with the Insurance
Agreement Supplement (as defined in the Insurance Agreement), promptly upon
receipt,
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deposit in and retain in the Reserve Account the required Reserve Account
Deposit set forth in such Insurance Agreement Supplement remitted to the
Indenture Trustee by the Seller and (ii) promptly deposit in the Reserve Account
the Excess Overcollateralization Amount, if any. Funds deposited in the Reserve
Account shall be held in trust by the Indenture Trustee for the Noteholders for
the uses and purposes set forth herein.
(b) All income and gain realized from investment of funds deposited
in the Reserve Account shall be for the sole and exclusive benefit of the Seller
and shall be remitted by the Indenture Trustee to the Seller on the first
Business Day following each Payment Date.
(c) Amounts, if any, on deposit in the Reserve Account shall be
withdrawn on each Payment Date by the Indenture Trustee to be applied, at the
written direction of the Servicer, as follows:
(i)(A) to deposit in the Group 1 Note Distribution Account, an
amount equal to the excess of the Class A Remittance Amount with respect
to the Class 1A Notes for such Payment Date over the Amount Available
(exclusive of clauses (iv) and (v) of the definition thereof) with respect
to Group 1 for such Payment Date and (B) to deposit in the Group 2 Note
Distribution Account, an amount equal to the excess of the Class A
Remittance Amount with respect to the Class 2A Notes for such Payment Date
over the Amount Available (exclusive of clauses (iv) and (v) of the
definition thereof) with respect to Group 2 for such Payment Date;
(ii) to release to the Certificateholders, on the Payment Date on
which the Overcollateralization Amount for the Groups exceeds the Required
Overcollateralization Amount for the Groups, the lesser of (A) the amount,
if any, remaining in the Reserve Account and (B) such excess, after giving
effect to all payments to be made on the related Class A Notes on such
Payment Date; and
(iii) to clear and terminate the related Reserve Account upon
termination of this Agreement with any amounts on deposit therein being
paid to the Certificateholders.
Section 6.15 [Reserved]
Section 6.16 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Indenture
Trustee shall comply with all federal withholding requirements respecting
payments to Noteholders of interest or original issue discount that the
Indenture Trustee reasonably believes are applicable under the Code. The consent
of Noteholders shall not be required for such withholding. In the event the
Indenture Trustee does withhold any amount from interest or original issue
discount payments or advances thereof to any Noteholder pursuant to federal
withholding requirements, the Indenture Trustee shall indicate the amount
withheld to such Noteholders.
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Section 6.17 Cap Agreement.
The Seller, at its own expense, may enter into a Cap Agreement with
a counterparty to provide supplemental payments to the Trust when one-month
LIBOR exceeds a specified level set forth in the Cap Agreement. The Seller must
obtain the Note Insurer's consent to assign any such Cap Agreement to the Trust
and such consent will be based in part on certain rating, credit and legal
requirements agreed to by the Note Insurer and the Seller. All of the Seller's
rights under any such Cap Agreement shall be hereby transferred, assigned, set
over and conveyed, without recourse, to the Trust for the benefit of Indenture
Trustee on behalf of Noteholders and the Note Insurer.
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ARTICLE VII
GENERAL SERVICING PROCEDURE
Section 7.01 Assumption Agreements.
When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. In such event, the
Servicer shall enter into an assumption and modification agreement with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable law or the Mortgage Documents, the Mortgagor remains liable
thereon. The Servicer is also authorized with the prior approval of the Note
Insurer to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as Mortgagor and becomes liable under the Mortgage Note.
The Servicer shall notify the Indenture Trustee and the Note Insurer that any
such substitution or assumption agreement has been completed by forwarding to
the Indenture Trustee the original of such substitution or assumption agreement
and a duplicate thereof to the Note Insurer, which original shall be added by
the Indenture Trustee to the related Trustee's Mortgage File and shall, for all
purposes, be considered a part of such Trustee's Mortgage File to the same
extent as all other documents and instruments constituting a part thereof. In
connection with any assumption or substitution agreement entered into pursuant
to this Section 7.01, the Servicer shall not change the Mortgage Rate or the
Monthly Payment, defer or forgive the payment of principal or interest, reduce
the outstanding principal amount or extend the final maturity date on such
Mortgage Loan. Any fee collected by the Servicer for consenting to any such
conveyance or entering into an assumption or substitution agreement shall be
retained by or paid to the Servicer as additional Servicing Compensation.
Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.
Section 7.02 Satisfaction of Mortgages and Release of Mortgage
Files.
The Servicer shall not grant a satisfaction or release of a Mortgage
without having obtained payment in full of the indebtedness secured by the
Mortgage or otherwise prejudice any right the Noteholders may have under the
mortgage instruments subject to Section 5.01 above. The Servicer shall maintain
the Fidelity Bond as provided for in Section 5.09 above insuring the Servicer
against any loss it may sustain with respect to any Mortgage Loan not satisfied
in accordance with the procedures set forth herein.
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Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Indenture
Trustee (if it holds the related Trustee's Mortgage File) or the Custodian, as
the case may be, by an Officers' Certificate in the form of Exhibit I attached
hereto (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Principal and Interest Account pursuant to
Section 5.03 above have been or will be so deposited) of a Servicing Officer and
shall request delivery to it of the Trustee's Mortgage File. Upon receipt of
such certification and request, the Indenture Trustee or such Custodian, as the
case may be, shall promptly release the related Trustee's Mortgage File to the
Servicer. Expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be payable only from and to the extent of Servicing
Compensation with respect to the related Group and shall not be chargeable to
the related Principal and Interest Account or the related Note Distribution
Account.
With respect to any Mortgage Note released by the Indenture Trustee
to the Servicer or to any Subservicer in accordance with the terms of this
Agreement, other than a release or satisfaction pursuant to the second paragraph
of this Section 7.02, prior to such release, the Indenture Trustee shall (a)
complete all endorsements in blank so that the endorsement reads "Pay to the
order of LaSalle Bank National Association, as Trustee under the Indenture,
dated as of March 1, 2000, Series 2000-1" and (b) complete a restrictive
endorsement that reads "LaSalle Bank National Association is the holder of the
mortgage note for the benefit of the Noteholders under the Indenture, dated as
of March 1, 2000, Series 2000-1" with respect to those Mortgage Notes currently
endorsed "Pay to the order of holder", if any.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any primary mortgage guaranty insurance policy, the Indenture Trustee shall,
upon request of the Servicer and delivery to the Indenture Trustee of a
certification in the form of Exhibit I attached hereto signed by a Servicing
Officer, release the related Trustee's Mortgage File or any document therein to
the Servicer, and the Indenture Trustee shall execute such documents as shall be
necessary to the prosecution of any such proceedings. Such servicing receipt
shall obligate the Servicer to return the Trustee's Mortgage File or any
document released therefrom to the Indenture Trustee when the need therefor by
the Servicer no longer exists, unless the Mortgage Loan has been liquidated and
the Net Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Principal and Interest Account with respect to each Group, and remitted
to the Indenture Trustee for deposit in the related Note Distribution Account or
the Trustee's Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Servicer
has delivered to the Indenture Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Trustee's
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated, the servicing receipt shall be released by the
Indenture Trustee to the Servicer.
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The Indenture Trustee shall execute and deliver to the Servicer any
court pleadings, requests for trustee's sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Together with such documents or pleadings, the
Servicer shall deliver to the Indenture Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Indenture
Trustee and certifying as to the reason such documents or pleadings are required
and that the execution and delivery thereof by the Indenture Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
The Indenture Trustee shall, upon receipt of a written request from a Servicing
Officer, execute any document provided to the Indenture Trustee by the Servicer
or take any other action requested in such request that is, in the opinion of
the Servicer as evidenced by such request, required by any state or other
jurisdiction to discharge the lien of a Mortgage upon the satisfaction thereof
and the Indenture Trustee will sign and post, but will not guarantee receipt of,
any such documents to the Servicer, or such other party as the Servicer may
direct, within five Business Days, or more promptly if needed, of the Indenture
Trustee's receipt of such certificate or documents. Such certificate or
documents shall establish to the Indenture Trustee's satisfaction that the
related Mortgage Loan has been paid in full by or on behalf of the Mortgagor and
that such payment has been deposited in the Principal and Interest Account.
Section 7.03 Servicing Compensation.
As compensation for its services under this Agreement, subject to
Section 5.03 and Section 6.10 (pursuant to which Servicing Compensation is
reduced), the Servicer shall be entitled to withdraw from the Principal and
Interest Account with respect to the related Group or to retain from interest
payments on the Mortgage Loans, the Servicer's Servicing Fee. Additional
servicing compensation in the form of assumption and other administrative fees,
interest paid on funds on deposit in the Principal and Interest Accounts,
interest paid and earnings realized on Permitted Instruments in the Principal
and Interest Accounts, Note Distribution Accounts and Trustee Expense Accounts,
amounts remitted pursuant to Sections 6.03(c)(iii), 6.04 and 7.01 above, late
payment charges and Excess Proceeds shall be retained by or remitted to the
Servicer to the extent not required to be remitted to the Indenture Trustee for
deposit in the Note Distribution Accounts. The Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided for herein. The Depositor's Yield is the property of the
Seller, and not the property of the Servicer, and such ownership shall not be
affected by any termination of the Servicer.
Section 7.04 Annual Statement as to Compliance.
The Servicer will deliver to the Note Insurer, the Indenture
Trustee, the Rating Agencies, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and J.P. Morgan Securities Inc., not later than the last day of the fourth month
following the end of the Servicer's fiscal year, beginning for the fiscal year
ending June 30, 2001, an Officer's Certificate stating that (i) the Servicer has
fully
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complied with the provisions of Articles V and VII, (ii) a review of the
activities of the Servicer during the preceding fiscal year and of performance
under this Agreement has been made under such officer's supervision, and (iii)
to the best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officers and the nature and status thereof and
the action being taken by the Servicer to cure such default.
Section 7.05 Annual Independent Public Accountants' Servicing Report
and Comfort Letter.
Not later than the last day of the fourth month following the end of
the Servicer's fiscal year, beginning for the fiscal year ending June 30, 2001,
the Servicer, at its expense, shall cause a firm of independent public
accountants reasonably acceptable to the Indenture Trustee and the Note Insurer
to furnish (1) a letter or letters to the Note Insurer, the Indenture Trustee,
the Rating Agencies, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.
Morgan Securities Inc. to the effect that such firm has with respect to the
Servicer's overall servicing operations examined such operations in accordance
with the requirements of the Uniform Single Audit Program for Mortgage Bankers,
and stating such firm's conclusions relating thereto and (2) a letter to the
effect that such firm has examined Section 6.08 of this Agreement (or the
comparable section of a substantially similar agreement of the Servicer, as
Servicer, under which certain payments to the holders of certificates or
securities are guaranteed by the Note Insurer) and verified the mathematical
accuracy of the amounts reported by the Servicer and that such amounts were
computed in accordance with the terms of this Agreement (or such comparable
agreement).
Section 7.06 Securityholder's, Indenture Trustee's and Note
Insurer's Right to Examine Servicer Records.
(a) Each Securityholder, the Indenture Trustee and the Note Insurer
shall have the right upon reasonable prior notice, during normal business hours
and as often as reasonably required, to examine and audit any and all of the
books, records or other information of the Servicer, whether held by the
Servicer or by another on behalf of the Servicer, which may be relevant to the
performance or observance by the Servicer of the terms, covenants or conditions
of this Agreement.
(b) More specifically (but without derogation of the more general
right of inspection referred to in subsection (a) above), the Note Insurer or
its agents or representatives also shall have the right, upon reasonable notice
and during normal business hours on the Servicer's or any Subservicer's
premises, as the case may be, to examine, review and audit the books, records
and files of the Servicer or any Subservicer relating to the Mortgage Loans
(including, without limitation, any servicing and origination files) and the
servicing thereof and to receive such other information as the Note Insurer may
reasonably request, and to make such copies or take excerpts from such books,
records and files as any such agent or representative deems necessary or
advisable. During any such examination or review, the Servicer or Subservicer,
as the case may be, shall make its employees,
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auditors, representatives or agents knowledgeable about the books, records
and/or files being examined or reviewed available to the Note Insurer, its
agents or representatives. In addition, the Servicer, upon request of the Note
Insurer, will permit the Note Insurer or its authorized agents to discuss the
affairs, finances and accounts of the Servicer with such Servicer's independent
accountants. Unless an Event of Servicer Default shall have occurred and be
continuing, the reasonable and customary out of pocket costs and expenses of the
Servicer or its representatives or agents in connection with any such
examination, review or discussion under this subsection (b) shall be paid by the
Servicer, and the costs and expenses of the Note Insurer, its agents or
representatives shall be paid by the Note Insurer. During the period in which an
Event of Servicer Default is continuing, any costs and expenses of the Note
Insurer, its agents and representatives and of the Servicer, its agents and
representatives shall be paid solely by the Servicer.
Section 7.07 Reports to the Indenture Trustee; Principal and
Interest Account Statements.
If any Principal and Interest Account is not maintained with the
Indenture Trustee, then not later than 25 days after each Record Date, the
Servicer shall forward to the Indenture Trustee a statement, certified by a
Servicing Officer, setting forth the status of such Principal and Interest
Account as of the close of business on the preceding Record Date and showing,
for the period covered by such statement, the aggregate of deposits into such
Principal and Interest Account for each category of deposit specified in Section
5.03 above, the aggregate of withdrawals from such Principal and Interest
Account for each category of withdrawal specified in Section 5.04 above, the
aggregate amount of permitted withdrawals not made in the related Due Period,
the amount of any related Monthly Advances for the related Due Period.
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ARTICLE VIII
REPORTS TO BE PROVIDED BY SERVICER
Section 8.01 Financial Statements.
(a) The Servicer understands that, in connection with the transfer
of the Notes, Noteholders may request that the Servicer make available to
prospective Noteholders annual audited financial statements of the Servicer for
one or more of the most recently completed five fiscal years for which such
statements are available, which request shall not be unreasonably denied.
The Servicer also agrees to make available on a reasonable basis to
the Note Insurer and any prospective Noteholder a knowledgeable financial or
accounting officer for the purpose of answering reasonable questions respecting
recent developments affecting the Servicer or the financial statements of the
Servicer and to permit the Note Insurer and any prospective Noteholder to
inspect the Servicer's servicing facilities during normal business hours for the
purpose of satisfying the Note Insurer and such prospective Noteholder that the
Servicer has the ability to service the Mortgage Loans in accordance with this
Agreement.
(b) The Servicer will deliver to the Note Insurer (i) within 45 days
of the end of each quarter of each fiscal year, copies of the Thrift Financial
Report submitted to the Office of Thrift Supervision, (ii) within 45 days of the
end of each quarter of the fiscal year, unaudited copies of the Servicer's
consolidated balance sheet and statement of income certified by the chief
financial officer of the Servicer as being true, correct and inclusive of
adjustments necessary for a fair statement of the results for the interim
periods (pursuant to interim accounting and disclosure rules and regulations,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
may be condensed or omitted), and (iii) annually within 30 days of the
completion of the audited financial statements of the Servicer, audited copies
of the Servicer's consolidated balance sheet and statements of income and cash
flows, accompanied by an unqualified opinion thereon of the Servicer's
independent public accountants to the effect that such consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles consistently maintained and applied.
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ARTICLE IX
THE SERVICER
Section 9.01 Indemnification; Third Party Claims.
(a) The Servicer agrees to indemnify and hold the Indenture Trustee,
the Owner Trustee, the Issuer, the Note Insurer and each Noteholder (and their
respective Affiliates, directors, officers, employees and agents) harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses that the
Issuer, the Owner Trustee, the Issuer, the Indenture Trustee, the Note Insurer,
any such Noteholder or any such other indemnified Person may sustain in any way
related to the failure of the Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement. The Servicer
shall immediately notify the Issuer, the Indenture Trustee, the Owner Trustee,
the Issuer, the Note Insurer and each Noteholder if a claim is made by a third
party with respect to this Agreement, and the Servicer shall assume (with the
consent of the Indenture Trustee) the defense of any such claim and advance all
expenses in connection therewith, including reasonable counsel fees, and
promptly advance funds to pay, discharge and satisfy any judgment or decree
which may be entered against the Servicer, the Issuer, the Indenture Trustee,
the Owner Trustee, the Issuer, the Note Insurer, a Noteholder and/or any such
other indemnified Person in respect of such claim. The Indenture Trustee may
reimburse the Servicer from amounts otherwise distributable on the Certificates
for all amounts advanced by it pursuant to the preceding sentence except when
the claim relates directly to the failure of the Servicer to service and
administer the Mortgage Loans in compliance with the terms of this Agreement.
(b) The Seller agrees to indemnify and hold the Issuer, the Owner
Trustee, the Indenture Trustee, the Note Insurer and each Noteholder (and their
respective Affiliates, directors, officers, employees and agents) harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses that the
Issuer, the Owner Trustee, the Indenture Trustee, the Note Insurer, any
Noteholder and/or any such other indemnified person may sustain in any way
related to (i) the failure of the Servicer, if it is an Affiliate thereof, or
the failure of the Seller to perform their respective duties in compliance with
the terms of this Agreement or (ii) any breach of the representations and
warranties set forth in Sections 3.02(b)(xv) and 3.02(c)(xiv). The Seller shall
immediately notify the Issuer, the Owner Trustee, the Indenture Trustee, the
Note Insurer and each Noteholder if a claim is made by a third party with
respect to this Agreement and the Seller shall assume (with the consent of the
Indenture Trustee) the defense of any such claim and advance all expenses in
connection therewith, including reasonable counsel fees, and promptly advance
funds to pay, discharge and satisfy any judgment or decree which may be entered
against the Servicer, the Issuer, the Owner Trustee, the Seller, the Indenture
Trustee, the Note Insurer, a Noteholder and/or any such other indemnified Person
in respect of such claim. The Indenture Trustee may, if necessary, reimburse the
Seller from amounts otherwise distributable on the Certificates if the claim is
made with respect to this Agreement for all amounts advanced by it pursuant to
the preceding sentence, except when the claim relates directly to the failure of
a
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Servicer, if it is, or is an Affiliate of, the Seller, to perform its
obligations to service and administer the Mortgages in compliance with the terms
of this Agreement, or the failure of the Seller to perform its duties in
compliance with the terms of this Agreement.
(c) The Seller agrees to indemnify the Issuer for any liability
arising from the naming of the Issuer as a defendant in its capacity as an
assignee of the lender in an action under the Riegle Community Development and
Regulatory Improvement Act of 1994.
Section 9.02 Merger or Consolidation of the Seller and the Servicer.
The Servicer and the Seller will keep in full effect its existence,
rights and franchises as a corporation, and will obtain and preserve its
qualification to do business as a foreign corporation, in each jurisdiction
necessary to protect the validity and enforceability of this Agreement or any of
the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be an established mortgage loan servicing institution that has a
net worth of at least $15,000,000 and shall be the successor of the Servicer
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving person to any Servicer shall
be qualified to sell mortgage loans to, and to service mortgage loans on behalf
of Fannie Mae or Freddie Mac. The Servicer shall send notice of any such merger,
consolidation or succession to the Issuer, the Indenture Trustee, the Rating
Agencies and the Note Insurer.
Section 9.03 Limitation on Liability of the Servicer and Others.
The Seller and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by them herein. The Servicer and any director,
officer, employee or agent of the Servicer may rely on any document of any kind
which it in good faith reasonably believes to be genuine and to have been
adopted or signed by the proper authorities respecting any matters arising
hereunder. Subject to the terms of Section 9.01, the Servicer shall have no
obligation to appear with respect to, prosecute or defend, any legal action
which is not incidental to the Servicer's duty to service the Mortgage Loans in
accordance with this Agreement.
Section 9.04 Servicer Not to Resign.
The Servicer shall not assign this Agreement or any part thereof nor
resign from the obligations and duties hereby imposed on it except (i) that the
Servicer may resign from any obligations and duties hereby imposed on it in
connection with the Class 1A Notes upon mutual consent of the Servicer, the
Seller, the Issuer, the Note Insurer, the Indenture Trustee and the Class
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1A Majority Noteholders, (ii) that the Servicer may resign from any obligations
and duties hereby imposed on it in connection with the Class 2A Notes upon
mutual consent of the Servicer, the Seller, the Issuer, the Note Insurer, the
Indenture Trustee and the Class 2A Majority Noteholders or (iii) upon the
determination that the Servicer's duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Servicer. Any
such determination under clause (ii) permitting the resignation of the Servicer
shall be evidenced by a written Opinion of Counsel (who may be counsel for the
Servicer) to such effect delivered to the Issuer, the Indenture Trustee, the
Seller and the Note Insurer, which Opinion of Counsel shall be in form and
substance acceptable to the Indenture Trustee and the Note Insurer. No such
resignation shall become effective until a successor has assumed such Servicer's
responsibilities and obligations hereunder in accordance with Section 10.02.
Section 9.05 Representations of the Servicer.
The Servicer hereby represents and warrants to the Issuer, the
Indenture Trustee, the Note Insurer and the Securityholders as of the Closing
Date:
(a) The Servicer is a federally chartered stock savings bank and has
been duly organized and is validly existing and in good standing under the laws
of the United States and has all licenses necessary to carry on its business as
now being conducted and is licensed, qualified and in good standing in each
Mortgaged Property State if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the Servicer
and perform its obligations as Servicer or exempt from such licensing or
qualification; the Servicer has the power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution, delivery
and performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Servicer and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
all necessary action; this Agreement evidences the valid, binding and
enforceable obligation of the Servicer; and all requisite action has been taken
by the Servicer to make this Agreement valid, binding and enforceable upon the
Servicer in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium and other, similar laws relating to or
affecting creditors' rights generally or the application of equitable principles
in any proceeding, whether at law or in equity;
(b) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Servicer makes no such
representation or warranty), that are necessary in connection with the execution
and delivery by the Servicer of the documents to which it is a party, have been
duly taken, given or obtained, as the case may be, are in full force and effect,
are not subject to any pending proceedings or appeals (administrative, judicial
or otherwise) and either the time within which any appeal therefrom may be taken
or review thereof may be obtained has expired or no review thereof may be
obtained or appeal therefrom taken, and are adequate to authorize the
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consummation of the transactions contemplated by this Agreement and the other
documents on the part of the Servicer and the performance by the Servicer of its
obligations as Servicer under this Agreement and such of the other documents to
which it is a party;
(c) The consummation of the transactions contemplated by this
Agreement will not result in the breach of any terms or provisions of the
charter or by-laws of the Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any material agreement, indenture or loan
or credit agreement or other material instrument to which the Servicer or its
property is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is subject;
(d) Neither this Agreement nor the Prospectus nor any statement,
report or other document prepared by the Servicer and furnished or to be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of material fact or omits to
state a material fact necessary to make the statements contained herein or
therein not misleading;
(e) There is no action, suit, proceeding or investigation pending
or, to the best of the Servicer's knowledge, threatened against the Servicer
which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer or in any material impairment of the right
or ability of the Servicer to carry on its business substantially as now
conducted, or in any material liability on the part of the Servicer or which
would draw into question the validity of this Agreement or the Mortgage Loans or
of any action taken or to be taken in connection with the obligations of the
Servicer contemplated herein, or which would be likely to impair materially the
ability of the Servicer to perform under the terms of this Agreement; and
(f) The Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Servicer or its properties or might have consequences that
would materially and adversely affect its performance hereunder or under any
Subservicing Agreement.
Section 9.06 Accounting Upon Resignation or Termination of Servicer.
Upon resignation of the Servicer under Section 9.04 or upon termination of
the Servicer under Section 10.01, the Servicer shall:
(a) deliver to its successor or, if none shall yet have been
appointed, to the Indenture Trustee the funds in the Group 1 Principal and
Interest Account or the Group 2 Principal and Interest Account;
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(b) deliver to its successor or, if none shall yet have been
appointed, to the Indenture Trustee all Mortgage Files and related documents and
statements held by it hereunder and a Mortgage Loan portfolio computer tape;
(c) deliver to its successor or, if none shall yet have been
appointed, to the Indenture Trustee and, upon request, to the Noteholders and
Certificateholders a full accounting of all funds, including a statement showing
the Monthly Payments collected by it and a statement of monies held in trust by
it for the payments or charges with respect to the Mortgage Loans;
(d) deliver, upon request, to its successor or, if none shall have
yet been appointed, to the Indenture Trustee, copies of any proprietary software
or computer programs, including any related operating manuals or training
material, if any, used in the servicing of the atypical Mortgage Loans included
in the Trust to the extent that such successor or the Indenture Trustee, as
applicable, shall not have reasonably available to it, software and programs for
the servicing of such atypical Mortgage Loans, and shall use its reasonable best
efforts to provide its successor, or the Indenture Trustee, as applicable, with
any license, authorization or approvals from third parties necessary for its
successor, or the Indenture Trustee, as applicable, to operate or use any other
software or computer programs used in the servicing of the Mortgage Loans
included in the Trust . Prior to any such delivery, the Servicer shall have
received from such successor or the Indenture Trustee, as applicable, an
agreement in writing to the effect that such software and programs delivered to
it will be used solely in connection with the servicing of the Mortgage Loans
included in the Trust and that it will return the same to the Servicer upon
termination of its duties hereunder; and
(e) execute and deliver such instruments and perform all acts
reasonably requested in order to effect the orderly and efficient transfer of
servicing of the Mortgage Loans to its successor and to more fully and
definitively vest in such successor all rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer under this
Agreement.
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ARTICLE X
DEFAULT
Section 10.01 Events of Servicer Default.
(a) In case one or more of the following Events of Servicer Default
by the Servicer shall occur and be continuing, that is to say, with respect to a
Group:
(i)(A) an Event of Nonpayment which continues unremedied for a
period of one (1) Business Day after the date on which written notice of
such failure requiring the same to be remedied shall have been given to
the Servicer by the Indenture Trustee, to the Servicer and the Indenture
Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and
the Note Insurer by any Noteholder and, in the case of an Event of
Nonpayment described in clause (i) or (ii) of the definition thereof, the
insufficiency referred to in such clause (i) or (ii) does not result from
a failure by the Note Insurer to perform in accordance with the terms of
this Agreement with respect to such Group or the Note Insurance Policy or
a failure by the Indenture Trustee to perform in accordance with this
Agreement with respect to such Group; (B) the failure by the Servicer to
make any required Servicing Advance with respect to a Group, to the extent
such failure materially and adversely affects the interest of the Note
Insurer or the related Noteholders and which continues unremedied for a
period of 20 days after the date on which written notice of such failure
requiring the same to be remedied shall have been given to the Servicer by
the Indenture Trustee, to the Servicer and the Indenture Trustee by the
Note Insurer or to the Servicer, the Indenture Trustee and the Note
Insurer by any Noteholder; (C) the failure by the Servicer to make any
required Monthly Advance to the extent of the full amount of the related
Class A Interest Remittance Amount; or (D) any other failure by the
Servicer to remit to the related Securityholders, or to the Indenture
Trustee for the benefit of the related Securityholders, any payment
required to be made by the Servicer under the terms of this Agreement, to
the extent such failure materially and adversely affects the interest of
the Note Insurer or the Securityholders and which continues unremedied for
a period of 20 days after the date upon which written notice of such
failure requiring the same to be remedied shall have been given to the
Servicer by the Indenture Trustee, to the Servicer and the Indenture
Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and
the Note Insurer by any Securityholder; or
(ii) failure by the Servicer duly to observe or perform, in any
material respect, any other covenants, obligations or agreements of the
Servicer as set forth herein, which failure continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
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Servicer by the Indenture Trustee, to the Servicer and the Indenture
Trustee by the Note Insurer or any related Securityholder with the consent
of the Note Insurer; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Servicer and such decree or order shall have remained in force,
undischarged or unstayed for a period of 60 days; or
(iv) the Servicer shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to the Servicer or of or relating to all or substantially all of
the Servicer's property, which appointment shall continue unremedied for a
period of 30 days after the Servicer has received notice of such default;
or
(v) the Servicer shall admit in writing its inability to pay its
debts as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of its
obligations, any of which shall continue unremedied for a period of 30
days after the Servicer has received notice of such default.
(b) then, and in each and every such case so long as such Event of
Servicer Default shall not have been remedied, (x) in the case solely of clause
(i)(C) above, if such Monthly Advance is not made by 4:00 p.m. Chicago time on
the Determination Date, the Indenture Trustee, upon receipt of written notice or
discovery by a Responsible Officer of such failure, shall give immediate
telephonic notice of such failure to a Servicing Officer of the Servicer and,
unless such failure is cured, either by receipt of payment or receipt of
evidence satisfactory to the Note Insurer (e.g., a wire reference number
communicated by the sending bank; the Note Insurer shall notify the Indenture
Trustee if the Note Insurer receives satisfactory evidence that such funds have
been sent), by 12:00 Noon New York City time on the following Business Day, the
Indenture Trustee, or a successor servicer appointed in accordance with Section
10.02, shall immediately make such Monthly Advance and assume, pursuant to
Section 10.02, the duties of a successor Servicer with respect to such Group,
and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv) and (v)
above, the Majority Noteholders of the related Group(s) affected by such Event
of Servicer Default, by notice in writing to the Servicer and a Responsible
Officer of the Indenture Trustee and subject to the prior written consent of the
Note Insurer, which consent may not be unreasonably withheld, may, in addition
to whatever rights such Noteholders may have at law or equity to damages,
including injunctive relief and specific performance, commence termination of
all the rights and obligations of the Servicer hereunder with respect to the
Group(s) affected by such Event of Servicer Default and in and to the Mortgage
Loans of the Group(s) affected by such Event of Servicer Default and the
proceeds thereof, as servicer. Upon receipt by the Servicer of a second written
notice (except relative to clause (i)(C)
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above) from the Majority Noteholders of the related Group stating that they
intend to terminate the Servicer as a result of such Event of Servicer Default,
all authority and power of the Servicer under this Agreement with respect to
such Group, shall, subject to Section 10.02, pass to and be vested in the
Indenture Trustee or its designee and the Indenture Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments and
do or cause to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, including, but not limited
to, the transfer and endorsement or assignment of the related Mortgage Loans and
related documents. The Servicer agrees to cooperate with the Indenture Trustee
in effecting the termination of the Servicer's responsibilities and rights
hereunder with respect to the related Group, including, without limitation, the
transfer to the Indenture Trustee or its designee for administration by it of
all amounts which shall at the time be credited by the Servicer to the related
Principal and Interest Account or thereafter received with respect to the
Mortgage Loans of the related Group. For the purposes of exercising the remedies
set forth in Section 10.01 above, with respect to clauses (i), (iii), (iv) and
(v) of Section 10.01(a) above, the Note Insurer shall be deemed to be the
Majority Noteholder for a Group for so long as the Note Insurance Policy shall
be in effect and the Note Insurer shall be in full compliance with its payment
obligations thereunder. If, however, the Note Insurer fails to exercise or waive
any of its rights under this Section 10.01 in respect of such clauses (i),
(iii), (iv) and (v), it shall not be deemed to be the Majority Noteholder for
such Group for the purposes of such clauses. For the purposes of clause (ii),
either the Note Insurer with the consent of the Indenture Trustee or the
Majority Noteholders of the related Group(s) affected by such Event of Servicer
Default may direct the appropriate remedial action provided in this Section.
The Indenture Trustee shall not be deemed to have knowledge of an
Event of Servicer Default (except an Event of Servicer Default pursuant to
Section 10.01(a)(i)(A) above relating to an Event of Nonpayment or the failure
to make a Monthly Advance) unless a Responsible Officer has received written
notice thereof.
(c) Notwithstanding anything to the contrary contained in this
Agreement, upon the occurrence of an Event of Nonpayment known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall promptly notify
the Note Insurer of such occurrence with respect to such Group. During the
thirty (30) day period following receipt of such notice, the Indenture Trustee
and the Note Insurer shall cooperate with each other to determine if the
occurrence of such Event of Nonpayment is more likely than not the result of the
acts or omissions of the Servicer or more likely than not the result of events
beyond the control of the Servicer. If the Indenture Trustee and the Note
Insurer conclude that the Event of Nonpayment is the result of the latter, the
Servicer may not be terminated with respect to such Group, unless and until an
Event of Servicer Default unrelated to such Event of Nonpayment has occurred and
is continuing, whether or not the Servicer has cured such Event of Nonpayment.
If the Indenture Trustee and the Note Insurer conclude that the Event of
Nonpayment is the result of the former, the Note Insurer or the Majority
Noteholders of the related Group, as the case may be, may terminate the Servicer
in accordance with Section 10.01(b) above, provided that the Indenture Trustee
shall have until the 60th day following the date of receipt of
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notice of the Event of Nonpayment to either assume the servicing for the related
Group or appoint a successor servicer for the related Group pursuant to Section
10.02.
If the Indenture Trustee and the Note Insurer cannot agree, and the
basis for such disagreement is not arbitrary or unreasonable, as to the cause of
the Event of Nonpayment with respect to such Group, the decision of the Note
Insurer shall control; provided, however, that if the Note Insurer decides to
terminate the Servicer, the Indenture Trustee shall be relieved of its
obligation to assume the servicing or to appoint a successor, which shall be the
exclusive obligation of the Note Insurer.
The Indenture Trustee shall promptly notify the Rating Agencies of
the occurrence of an Event of Servicer Default known to a Responsible Officer of
the Indenture Trustee.
Notwithstanding any termination of the activities of a Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Monthly Payment on a Mortgage Loan which was due prior to the notice
terminating the Servicer's rights and obligations as Servicer hereunder and
received after such notice, that portion thereof to which the Servicer would
have been entitled pursuant to Sections 5.04(i) through (ix), and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.
Section 10.02 Indenture Trustee to Act; Appointment of Successor.
On and after the time the Servicer receives a notice of termination
pursuant to Section 10.01 above, or the Indenture Trustee receives the
resignation of the Servicer evidenced by an Opinion of Counsel pursuant to
Section 9.04, or the Servicer is removed as servicer pursuant to this Article X,
the Indenture Trustee shall be, with respect to such Group, the successor in all
respects to the Servicer in its capacity as servicer under this Agreement with
respect to such Group and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof, provided,
however, that the Indenture Trustee shall have no liability or obligation
hereunder in respect of any period prior to becoming such successor, whether for
acts or omissions of any prior servicer or otherwise. The Indenture Trustee, as
successor to the Servicer, shall be obligated to make advances pursuant to
Sections 6.09, 6.10, 5.10 or 5.14 unless, and only to the extent, the Indenture
Trustee determines reasonably and in good faith that such advances would not be
recoverable pursuant to Sections 5.04(ii), 6.06(c)(A)(X)(v) and (vi) or
6.06(c)(A)(Y)(iv) and (v) with respect to Group 1, or 6.06(c)(B)(X)(v) and (vi)
or 6.06(c)(B)(Y)(iv) and (v) with respect to Group 2 above, such determination
to be evidenced by a certification of a Responsible Officer of the Indenture
Trustee delivered to the Note Insurer. Subject to its determination that such
advances would not be recoverable in accordance with the foregoing, the
Indenture Trustee, as successor to the Servicer, shall be obligated to advance
any amount described in clause (c)(vii) of the definition of Class A Principal
Remittance Amount. As compensation therefor, the Indenture Trustee, or any
successor servicer appointed pursuant to the following paragraph, shall be
entitled to all funds relating to the Mortgage Loans which the Servicer would
have been entitled to receive from the related Principal
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and Interest Account pursuant to Section 5.04 above if the Servicer had
continued to act as servicer hereunder, together with other servicing
compensation as provided in Sections 7.01 and 7.03 above. In no event shall the
Indenture Trustee or the Trust acquire any rights to the Depositor's Yield.
The Indenture Trustee also shall have the right to elect to be
successor to the Servicer with respect to less than all of the responsibilities,
duties and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and shall be entitled to select such responsibilities and
duties (and related liabilities) and appoint a successor servicer to perform the
other responsibilities (and related liabilities). In the event that the
Indenture Trustee makes such election, the aggregate compensation payable to the
Indenture Trustee and the successor servicer may be equal to (but shall not be
in excess of) that set forth in Section 7.03, the breakdown of such compensation
between the Indenture Trustee and such successor servicer to be determined by
them. In the event the Indenture Trustee makes such election, it shall provide
prompt written notice to the Seller and the Note Insurer, which notice shall
identify the successor servicer, the portion of the responsibilities, duties and
liabilities to be performed by the Indenture Trustee and the Servicer and the
portion of the compensation of the Servicer which is to be paid to each of the
Indenture Trustee and such successor servicer.
Notwithstanding the above, the Indenture Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act or if the Majority
Noteholders of the affected Group(s) or the Note Insurer so request in writing
to the Indenture Trustee, appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution acceptable to
the Note Insurer, which acceptance shall not be unreasonably withheld, that has
a net worth of not less than $15,000,000 and which is approved as a servicer by
Fannie Mae and Freddie Mac as the successor to the Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder. Any collections received by the Servicer after removal
or resignation shall be endorsed by it to the Indenture Trustee and remitted
directly to the Indenture Trustee or, at the direction of the Indenture Trustee,
to the successor servicer. The compensation of any successor servicer
(including, without limitation, the Indenture Trustee) so appointed shall be the
aggregate Servicing Fees, together with other Servicing Compensation in the form
of assumption fees, late payment charges or otherwise. The Indenture Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicer agrees to cooperate
with the Indenture Trustee and any successor servicer in effecting the
termination of the Servicer's servicing responsibilities and rights hereunder
and shall promptly provide the Indenture Trustee or such successor servicer, as
applicable, all documents and records reasonably requested by it to enable it to
assume the Servicer's functions hereunder and shall promptly also transfer to
the Indenture Trustee or such successor servicer, as applicable, all amounts
which then have been or should have been deposited in the related Principal and
Interest Account by the Servicer or which are thereafter received with respect
to the Mortgage Loans. Neither the Indenture Trustee nor any other successor
servicer shall be held liable by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Servicer to deliver, or any delay in delivering, cash, documents
or records to it, or (ii) restrictions imposed by any regulatory authority
having jurisdiction over the Servicer hereunder. No
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appointment of a successor to the Servicer hereunder shall be effective until
the Indenture Trustee shall have consented thereto, and written notice of such
proposed appointment shall have been provided by the Indenture Trustee to each
Securityholder. The Indenture Trustee shall not resign as successor servicer
until another successor servicer reasonably acceptable to the Note Insurer has
been appointed.
Pending appointment of a successor to the Servicer hereunder, the
Indenture Trustee shall act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the Indenture Trustee may make
such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Servicer pursuant to
Section 7.03, together with other servicing compensation in the form of
assumption fees, late payment charges or otherwise as provided in this
Agreement. The Servicer, the Indenture Trustee, any Custodian and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
Section 10.03 Waiver of Defaults.
The Majority Noteholders with respect to a Group, on behalf of all
Noteholders with respect to such Group, and subject to the consent of the Note
Insurer, or the Note Insurer, may waive any events permitting removal of the
Servicer as servicer with respect to a Group pursuant to this Article X;
provided, however, that neither the Majority Noteholders nor the Note Insurer
may waive a default in making a required distribution on a Security without the
consent of the Holder of such Security. Upon any waiver of a past default, such
default shall cease to exist, and any Event of Servicer Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Indenture Trustee to the Rating
Agencies.
Section 10.04 Trigger Event.
(a) Upon the determination by the Note Insurer that a Trigger Event
with respect to a Group has occurred, the Note Insurer shall give notice of such
Trigger Event to the Servicer, the other parties hereto, and the Rating
Agencies. Upon such determination, the Note Insurer may direct the Indenture
Trustee to terminate the Servicer with respect to the related Group.
(b) Upon receipt of direction to remove the Servicer with respect to
the related Group pursuant to the preceding clause (a), the Indenture Trustee
shall notify the Servicer that it has been terminated with respect to such Group
and the Servicer shall be terminated with respect to such Group in the same
manner as specified in Sections 10.01 and 10.02.
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ARTICLE XI
TERMINATION
Section 11.01 Termination.
Subject to Section 11.02, this Agreement shall terminate upon notice
to the Indenture Trustee of either: (a) the later of the distribution to
Securityholders of the final payment or collection with respect to the last
Mortgage Loan (or Monthly Advances of same by the Servicer), or the disposition
of all funds with respect to the last Mortgage Loan and the remittance of all
funds due hereunder and the payment of all amounts due and payable to the Note
Insurer and the Indenture Trustee or (b) mutual consent of the Servicer, the
Note Insurer and all Securityholders in writing.
Subject to Section 11.02, the Servicer may, at its option, terminate
its rights and obligations under this Agreement, on any date on which the Pool
Principal Balance is less than or equal to 5% of the sum of the Original Pool
Principal Balance and the Original Pre-Funded Amounts, by purchasing, on the
next succeeding Payment Date, all of the outstanding Mortgage Loans and REO
Properties at a price (the "Termination Price") equal to the excess, if any, of
(1) the sum of (x) (i) 100% of the Principal Balance of each outstanding
Mortgage Loan, and (ii) 30 days' interest on the amount described in clause
(x)(i) at a rate equal to the related Net Mortgage Rate; but in no event less
than the Class 1A Note Interest Rate, with respect to Group 1, or the Class 2A
Note Interest Rate, with respect to Group 2, and (y) the appraised value of each
REO Property, such appraisal to be conducted by an appraiser mutually agreed
upon by the Servicer and the Indenture Trustee in their reasonable discretion
(and approved by the Note Insurer in its reasonable discretion), over (2) the
amounts (other than the Termination Price being calculated pursuant to this
paragraph) that will constitute the Available Remittance Amount for such Payment
Date (including without limitation, the amounts to be transferred to the related
Note Distribution Account on the Determination Date immediately preceding such
Payment Date pursuant to the second following paragraph), to the extent such
other amounts represent collections on the Mortgage Loans and REO Properties of
principal not yet applied to reduce the related Principal Balance thereof or
interest therein at the related Net Mortgage Rate accrued from and after the
respective Due Dates in the Due Period next preceding the related Due Period. In
connection with any such purchase, the Servicer shall also pay any outstanding
and unpaid fees and expenses of the Indenture Trustee and the Note Insurer
relating to this Agreement that such parties would otherwise have been entitled
to pursuant to Sections 6.03(a) and 12.01 hereof, in the case of the Indenture
Trustee, and Section 6.04, in the case of the Note Insurer.
If the Servicer does not exercise its option set forth above, the
majority Certificateholder may exercise such option on the same terms as the
Servicer; provided, that if the Servicer is Superior Bank, FSB or an Affiliate,
the Certificateholder shall give the Servicer 30 days' prior written notice of
its intention to exercise such option. If the Servicer fails to notify the
majority Certificateholder that it intends to exercise the option, the majority
Certificateholder may do so.
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Any such purchase shall be accomplished by remitting to the
Indenture Trustee for deposit into the related Note Distribution Account on the
Determination Date immediately preceding the Payment Date on which the purchase
is to occur the amount of the Termination Price. On the same day that the
Termination Price is deposited into the related Note Distribution Account, any
amounts then on deposit in the Principal and Interest Account with respect to
such Group (other than Excess Spread, any amounts not required to have been
deposited therein pursuant to Section 5.03 and any amounts withdrawable
therefrom by the Servicer pursuant to Section 5.04(ii), (iii) and (vii)) shall
be transferred to the related Note Distribution Account for distribution to the
related Securityholders on the final Payment Date; and any amounts received by
the Servicer with respect to the Mortgage Loans and REO Properties in such Group
subsequent to such transfer shall belong to the Person purchasing the Mortgage
Loans and REO Properties relating to such Group. For purposes of calculating the
Available Remittance Amount with respect to a Group for the final Payment Date,
amounts transferred to the related Note Distribution Account pursuant to the
immediately preceding sentence on the Determination Date immediately preceding
such final Payment Date shall in all cases be deemed to have been received
during the related Due Period, and such transfer shall be made pursuant to
Section 5.04(i). The Termination Price remitted to the Indenture Trustee for
deposit into the related Note Distribution Account shall be in proportion to the
outstanding Mortgage Loans and REO Properties in such Group.
Notice of any termination, specifying the Payment Date upon which
the Trust will terminate and the related Noteholders shall surrender their Notes
to the Indenture Trustee for redemption and final payment, shall be given
promptly by the purchasing Person by letter to the Indenture Trustee to be
forwarded to the related Noteholders mailed during the month of such final
distribution before the Determination Date in such month, specifying (i) the
Payment Date upon which final payment of the Notes will be made upon
presentation and surrender of Notes at the office of the Indenture Trustee
therein designated, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Payment Date is not applicable,
payments being made only upon presentation and surrender of the Notes at the
office of the Indenture Trustee therein specified. On the final Payment Date,
the Indenture Trustee shall distribute or credit, or cause to be distributed or
credited, the Amount Available for such Payment Date in accordance with Section
6.06(c). The obligations of the Note Insurer under this Agreement shall
terminate upon the deposit by the purchasing Person, with the Indenture Trustee
of a sum sufficient to purchase all of the Mortgage Loans and REO Properties as
set forth above, reduction of the Class 1A Note Principal Balance and the Class
2A Note Principal Balance to zero and payment of any amount set forth in clause
(c)(vii) of the definition of Class A Principal Remittance Amount.
In the event that all of the Noteholders shall not surrender their
Notes for cancellation within six months after the time specified in the
above-mentioned written notice, the Indenture Trustee shall give a second
written notice to the remaining Noteholders to surrender their Notes for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice, all of the Notes shall not have been
surrendered for cancellation, the Indenture Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Noteholders concerning surrender of their Notes and the cost thereof shall be
paid out of
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the funds and other assets of the Trust which remain subject hereto. If within
nine months after the second notice all the Notes shall not have been
surrendered for cancellation, the Certificateholders shall be entitled to all
unclaimed funds and other assets of the Trust which remain subject hereto and
the Indenture Trustee upon transfer of such funds shall be discharged of any
responsibility for such funds and the Noteholders shall look to the
Certificateholders for payment.
Section 11.02 Seller's Right to Depositor's Yield Absolute.
The Seller's right to receive the Depositor's Yield with respect to
each Mortgage Loan shall be absolute and unconditional, and shall survive
notwithstanding the termination of the rights and obligations of the Servicer
hereunder, the resignation of the Servicer or the termination of this Agreement.
The Seller's right to receive the Depositor's Yield shall not be subject to
offset or counterclaim, whether or not such right has been assigned in whole or
in part, notwithstanding any breach of any representation or warranty of the
Seller under this Agreement or any default by the Seller of any of its
obligations or covenants under this Agreement. The Seller shall have the right
to assign any or all of its rights in and to the Depositor's Yield, without
notice to or the consent of any party of this Agreement or any Securityholder.
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ARTICLE XII
Section 12.01 Servicer to Pay Indenture Trustee's Fees and Expenses.
The Servicer and the Seller, jointly and severally, covenant and
agree to pay to the Indenture Trustee annually, from amounts on deposit in the
Trustee Expense Accounts, and the Indenture Trustee shall be entitled to,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of an Indenture Trustee of an express trust) for all
routine services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and routine duties
hereunder of the Indenture Trustee, and the Servicer and the Seller will pay or
reimburse the Indenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture Trustee in
accordance with any of the provisions of this Agreement and the Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith, provided
that the Indenture Trustee shall have no lien on the Trust Estate, other than
the Trustee Expense Accounts, for the payment of its fees and expenses. To the
extent that actual fees and expenses of the Indenture Trustee exceed the Annual
Trustee Expense Amounts, the Servicer and/or the Seller shall reimburse the
Indenture Trustee for such shortfall out of its own funds without reimbursement
therefor, except as provided in Section 6.03. The Indenture Trustee and any
director, officer, employee or agent of the Indenture Trustee shall be
indemnified, jointly and severally, by the Servicer and the Seller and held
harmless against any loss, liability or expense (including legal fees and
expenses) (i) incurred in connection with any legal action relating to this
Agreement, the Indenture, the Prospectus or the Notes, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder, and (ii) resulting from any
error in any tax or information return prepared by the Servicer. The obligations
of the Servicer and the Seller under this Section 12.01 shall survive
termination of the initial Servicer and payment of the Notes with respect to any
Group, and shall extend to any co-indenture trustee or separate indenture
trustee appointed pursuant to the Indenture.
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ARTICLE XIII
[RESERVED]
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.01 Acts of Noteholders.
Except as otherwise specifically provided herein, whenever
Noteholder action, consent or approval is required under this Agreement, such
action, consent or approval shall be deemed to have been taken or given on
behalf of, and shall be binding upon, all Noteholders with respect to a Group if
the Majority Noteholders of the related Group agree to take such action or give
such consent or approval.
Section 14.02 Amendment.
(a) This Agreement may be amended from time to time by the Issuer,
the Seller, the Indenture Trustee and the Servicer by written agreement upon the
prior written consent of the Note Insurer, without notice to or consent of the
Securityholders, to cure any error or ambiguity, to correct or supplement any
provisions herein which may be inconsistent with any other provisions hereof, to
evidence any succession to the Servicer, to comply with any changes in the Code,
to amend this Agreement to modify, eliminate or add to any of its provisions or
to make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement, or any Basic Document; provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, at the expense of the party requesting
the change, delivered to the Indenture Trustee and the Note Insurer, adversely
affect in any material respect the interests of any Securityholder; and provided
further, that no such amendment shall reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Security without the consent of the Holder of such
Security, or change the rights or obligations of any other party hereto without
the consent of such party. The Indenture Trustee shall give prompt written
notice to the Rating Agencies of any amendment made pursuant to this Section
14.02.
(b) This Agreement may be amended from time to time by the Issuer,
the Seller, the Indenture Trustee and the Servicer and with the consent of the
Note Insurer and (i) the Class 1A Majority Noteholders in the case of an
amendment affecting the Class 1A Notes and (ii) the Class 2A Majority
Noteholders in the case of an amendment affecting the Class 2A Notes; provided,
however, that no such amendment shall be made unless the Indenture Trustee and
the Note Insurer receive an Opinion of Counsel, at the expense of the party
requesting the change, that no such amendment shall reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Security without the consent of the Holder of
such Security or reduce the percentage for each Class the Holders of which are
required to consent to any such amendment without the consent of the Holders of
100% of each Class of Securities affected thereby.
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(c) It shall not be necessary for the consent of Holders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Securityholders shall be subject to such reasonable requirements as
the Indenture Trustee may prescribe.
Prior to the execution of any amendment to this Agreement, the
Indenture Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement. The Indenture Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Indenture Trustee's own rights,
duties or immunities under this Agreement.
In connection with the solicitation of consents of Securityholders
pursuant to this Section 14.02, upon written request of the Seller, the
Indenture Trustee shall provide written copies of the current Note Register and
Certificate Register to the Seller.
Section 14.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Noteholders' expense on direction of the Note Insurer or the Majority
Noteholders of both Groups, but only when accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Noteholders or is necessary for the administration or servicing
of the Mortgage Loans.
Section 14.04 Duration of Agreement.
This Agreement shall continue in existence and effect until
terminated as herein provided.
Section 14.05 Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 14.06 Notices.
(a) All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by overnight mail,
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certified mail or registered mail, postage prepaid, to (i) in the case of
Superior Bank, as Seller, One Lincoln Centre, Oakbrook Terrace, Illinois 60181,
Attention: William C. Bracken, or such other addresses as may hereafter be
furnished to the Certificateholders in writing by the Seller, (ii) in the case
of Superior Bank FSB, as Servicer, One Lincoln Centre, Oakbrook Terrace,
Illinois 60181, Attention: William C. Bracken, or such other addresses as may
hereafter be furnished to the Certificateholders in writing by the Servicer,
(iii) in the case of the Indenture Trustee, LaSalle Bank National Association,
135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60674-4107, Attention:
Asset-Backed Securities Trust Services Department - AFC 2000-1, (iv) in the case
of the Noteholders, as set forth in the Note Register and in the case of
Certificateholders, as set forth in the Certificate Register, (v) in the case of
Moody's, 99 Church Street, New York, New York 10007 Attention: Home Equity Loan
Monitoring Group, (vi) in the case of S&P, 55 Water Street, New York, New York
10041 Attention: Residential Mortgage Surveillance Group, (vii) in the case of
the Note Insurer, Financial Guaranty Insurance Company, 115 Broadway, New York,
New York 10006, Attention: Research and Risk Management - AFC Trust Series
2000-1 and (viii) in the case of Fitch, One State Street Plaza, New York, New
York 10004. Any such notices shall be deemed to be effective with respect to any
party hereto upon the receipt of such notice by such party, except that notices
to the Securityholders shall be effective upon mailing or personal delivery.
(b) The Indenture Trustee shall use its best efforts to promptly
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Servicer Default that has not
been cured;
3. The resignation or termination of the Servicer or the
Indenture Trustee and the appointment of any successor;
4. The repurchase or substitution of Mortgage Loans; and
5. The final payment to Securityholders.
In addition, the Indenture Trustee shall promptly furnish to each
Rating Agency copies of the following:
1. Each report to Securityholders described in Section 6.08;
2. Each annual statement as to compliance described in Section
7.04; and
3. Each annual independent public accountants' servicing report
described in Section 7.05.
Section 14.07 Severability of Provisions.
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If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be held invalid for any reason whatsoever, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other covenants,
agreements, provisions or terms of this Agreement.
Section 14.08 No Partnership.
Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Servicer shall be rendered as an independent contractor and not as agent for
the Securityholders.
Section 14.09 Counterparts.
This Agreement may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.
Section 14.10 Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Issuer, the Servicer, the Seller, the Indenture Trustee and the Securityholders
and their respective successors and assigns.
Section 14.11 Headings.
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be part of
this Agreement.
Section 14.12 The Note Insurer.
The Note Insurer shall be a third-party beneficiary of this
Agreement, entitled to enforce any provisions hereof as if a party hereto. Any
right conferred to the Note Insurer with respect to a Group shall be suspended
during any period in which the Note Insurer is in default in its payment
obligations under the Note Insurance Policy. At such time as the Notes with
respect to a Group are no longer outstanding hereunder, and no amounts owed to
the Note Insurer hereunder with respect to such Group remain unpaid, the Note
Insurer's rights hereunder with respect to such Group shall terminate.
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Section 14.13 Paying Agent.
The Indenture Trustee hereby accepts appointment as Paying Agent.
The Indenture Trustee may, subject to the eligibility requirements for the
Indenture Trustee set forth in the Indenture, appoint one or more other Paying
Agents or successor Paying Agents.
Each Paying Agent, immediately upon such appointment, shall signify
its acceptance of the duties and obligations imposed upon it by this Agreement
by written instrument of acceptance deposited with the Indenture Trustee with a
copy being sent to the Note Insurer.
Each such Paying Agent other than the Indenture Trustee shall
execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee, subject to the provisions of
Section 6.06, that such Paying Agent will:
(1) allocate all sums received for distribution to the Holders of
Notes of each Class for which it is acting as Paying Agent on
each Payment Date among such Holders in the proportion
specified by the Indenture Trustee; and
(2) hold all sums held by it for the distribution of amounts due
with respect to the Notes in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such
Holders or otherwise disposed of as herein provided and pay
such sums to such Persons as herein provided.
Any Paying Agent other than the Indenture Trustee may at any time
resign and be discharged of the duties and obligations created by this Agreement
by giving at least sixty (60) days written notice to the Indenture Trustee. Any
such Paying Agent may be removed at any time by an instrument filed with such
Paying Agent signed by the Indenture Trustee.
In the event of the resignation or removal of any Paying Agent other
than the Indenture Trustee such Paying Agent shall pay over, assign and deliver
any moneys held by it as Paying Agent to its successor, or if there be no
successor, to the Indenture Trustee.
Upon the appointment, removal or notice of resignation of any Paying
Agent, the Indenture Trustee shall notify the Note Insurer and the
Certificateholders by mailing notice thereof to their addresses appearing on the
Certificate Register.
Section 14.14 Actions of Securityholders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by agent
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the
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Indenture Trustee and, where required, to the Issuer, the Seller or the
Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Indenture Trustee, the Seller and the Servicer, if
made in the manner provided in this Section.
(b) The fact and date of the execution by any Securityholder of any
such instrument or writing may be proved in any reasonable manner which the
Indenture Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Securityholder shall bind every Holder of every
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Indenture Trustee, the Seller or either Servicer in reliance thereon,
whether or not notation of such action is made upon such Security.
(d) The Indenture Trustee may require additional proof of any matter
referred to in this Section 14.14 as it shall deem necessary.
Section 14.15 Grant of Security Interest.
It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and all other assets constituting the Trust, by the Seller
to the Issuer be, and be construed as, a sale of the Mortgage Loans and such
other assets constituting the Trust Estate by the Seller and not a pledge by the
Seller to secure a debt or other obligation of the Seller. However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage
Loans and other assets constituting the Trust Estate are held to be property of
the Seller, then it is the express intent of the parties that such conveyance be
deemed as a pledge of the Mortgage Loans and all other assets constituting the
Trust Estate to the Issuer to secure a debt or other obligation of the Seller
and this Agreement shall be deemed to be a security agreement within the meaning
of the Uniform Commercial Code and the conveyances provided for in Section 2.01
hereof shall be deemed a grant by the Seller to the Issuer of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all other assets constituting the Trust Estate. Accordingly, the
Seller hereby grants to the Issuer a security interest in the Mortgage Loans and
all other assets constituting the Trust Estate for the purpose of securing to
the Issuer the performance by the Seller of the obligations under this
Agreement. In addition, in the event that the Issuer is disregarded as a
separate entity from the Seller in the event of an insolvency of the Seller, the
Seller also shall be deemed to have granted to the Indenture Trustee a security
interest in all of the Seller's right, title and interest in and to the Trust
Estate. Notwithstanding the foregoing, the parties hereto intend the conveyances
pursuant to Section 2.01 to be a true, absolute and unconditional sale of the
Mortgage Loans and all other assets constituting the Trust Estate by the Seller
to the Issuer. The Seller and the Issuer (at the written direction and expense
of the Seller) shall take such actions as may be necessary to ensure that if
this Agreement were deemed to create a security interest, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such for the term of this Agreement.
Without limiting the generality of the foregoing, the Servicer shall file,
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or shall cause to be filed, all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code to perfect
the Issuer's security interest in or lien on the Mortgage Loans, including,
without limitation, (x) continuation statements and (y) such other statements as
may be occasioned by (i) any change of name of the Seller or Issuer, (ii) any
change of location of the place of business or the chief executive office of the
Seller or (iii) any transfer of any interest of the Seller in any Mortgage Loan.
Section 14.16 Limitation of Liability. It is expressly understood
and agreed by the parties hereto that (a) this Agreement is executed and
delivered by Wilmington Trust Company, not individually or personally but solely
as Owner Trustee (in such capacity, the "Owner Trustee") under the Trust
Agreement, in the exercise of the powers and authority conferred and vested in
it under the Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the Owner Trustee is made and intended not
as personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Owner
Trustee and (c) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Owner
Trustee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Owner Trustee
under this Agreement or the other related documents.
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IN WITNESS WHEREOF, the Issuer, the Servicer, the Indenture Trustee
and the Seller have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
SUPERIOR BANK FSB, in its capacities as
Seller and Servicer
By: /s/ John A. Soricelli
-------------------------------------
Name: John A. Soricelli
Title: Vice President
AFC TRUST SERIES 2000-1, as Issuer
By: Wilmington Trust Company, not in its
individual capacity but solely as
Owner Trustee
By: /s/ Kathleen A. Pedelini
-------------------------------------
Name: Kathleen A. Pedelini
Title: Administrative Account Manager
LASALLE BANK NATIONAL ASSOCIATION, as
Indenture Trustee
By: /s/ Cynthia Reis
-------------------------------------
Name: Cynthia Reis
Title: First Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF ROCKLAND )
On the 23rd day of March, 2000 before me, a Notary Public in and for the
State of New York, personally appeared John A. Soricelli known to me to be a
Vice President of Superior Bank FSB, that executed the within instrument and
also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Eileen T. Rose
----------------------------------------
[SEAL] Notary Public
My Commission expires August 7, 2001
<PAGE>
STATE OF DELAWARE )
) ss.:
COUNTY OF NEW CASTLE )
On the 22nd day of March, 2000 before me, a Notary Public in and for the
State of Delaware, personally appeared Kathleen A. Pedelini known to me to be a
Administrative Account Manager of Wilmington Trust Company, the banking
corporation that executed the within instrument and also known to me to be the
person who executed it on behalf of said banking corporation, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Anita E. Dallago
----------------------------------------
[SEAL] Notary Public
My Commission expires August 3, 2001
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of March, 2000 before me, a Notary Public in and for the
State of Illinois personally appeared Cynthia Reis known to me to be a First
Vice President of LaSalle Bank National Association, the banking corporation
that executed the within instrument and also known to me to be the person who
executed it on behalf of said banking corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Michael C. Dombai
----------------------------------------
[SEAL] Notary Public
My Commission expires December 1, 2001
<PAGE>
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each
of the following items, all of which shall be available for inspection by the
Securityholders, to the extent required by applicable laws:
1. The original Mortgage Note, showing a complete chain of endorsements
and endorsed by the last endorsee thereof "Pay to the order of
_________ [or LaSalle Bank National Association, as Indenture
Trustee under the Indenture, dated as of March 1, 2000, Series
2000-1] without recourse" and signed, by facsimile or manual
signature, by such last endorsee. With respect to the Mortgage Loans
listed on the schedule attached as Exhibit V to the Sale and
Servicing Agreement, the original Mortgage Note referred to above
cannot be located; the obligations of the Seller to deliver such
documents shall be deemed to be satisfied upon delivery to the
Indenture Trustee of a photocopy of the original thereof with a lost
note affidavit;
2. Either: (i) the original Mortgage, with evidence of recording
thereon, (ii) a copy of the Mortgage certified as a true copy by a
Responsible Officer of the Seller or by the closing attorney, or by
an officer of the title insurer or agent of the title insurer which
issued the related title insurance policy, or commitment therefor,
if the original has been transmitted for recording until such time
as the original is returned by the public recording office or (iii)
a copy of the Mortgage certified by the public recording office in
those instances where the original recorded Mortgage has been lost.
3. Either: (a) (1) the original Assignment of Mortgage from the last
assignee of the related Mortgage assigned to the Indenture Trustee,
with evidence of recording thereon, or (2) an original assignment of
mortgage from the last assignee of the related Mortgage assigned in
blank, or (b) if an original Assignment of Mortgage has not yet been
provided in accordance with clause (a), an Assignment of Mortgage to
the Indenture Trustee, certified by an appropriate officer or
approved signatory of the Seller or the closing attorney or any
officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as
being a true and complete copy of the original of such Assignment of
Mortgage to the Indenture Trustee submitted for recording (provided,
however, that an appropriate officer or approved signatory of the
Seller may complete one or more blanket certificates attaching
copies of one or more Assignments of Mortgage to the Indenture
Trustee relating thereto) or (c) a copy of such original Assignment
of Mortgage to the Indenture Trustee, with evidence of recording
thereon, certified to be true and complete by the Seller or the
appropriate public recording office, in those instances where such
original Assignment of Mortgage has been recorded but subsequently
lost; any such Assignment of Mortgage may be made by blanket
<PAGE>
assignments for Mortgage Loans secured by the Mortgaged Properties
located in the same county, if permitted by applicable law.
4. The original policy of title insurance or a true copy thereof or, if
such policy has not yet been delivered by the insurer, the
commitment or binder to issue same, and, with respect to a
Manufactured Home Loan, a manufactured housing unit (American Land
Title Association 7) endorsement from the title insurer stating that
the insurer agrees that the related manufactured housing unit is
included within the term "land" when used in the title policy.
5. Originals of all assumption and modification agreements, if any, or
a copy certified as a true copy by a Responsible Officer of the
Seller if the original has been transmitted for recording until such
time as the original is returned by the public recording office.
6. Either: (i) originals of all intervening assignments, if any,
showing a complete chain of title from the originator to the last
assignee of the related Mortgage, including any recorded warehousing
assignments, with evidence of recording thereon, or, (ii) if the
original intervening assignments have not yet been returned from the
recording office, a copy of the originals of such intervening
assignments together with a certificate of a Responsible Officer of
the Seller or the closing attorney or an officer of the title
insurer which issued the related title insurance policy, or
commitment therefor, or its duly authorized agent certifying that
the copy is a true copy of the original of such intervening
assignments or (iii) a copy of the intervening assignment certified
by the public recording office in those instances where the original
recorded intervening assignment has been lost.
7. Proof of hazard insurance in the form of the declaration page of a
hazard insurance policy together with a direction to the insurer or
agent to add the name of the mortgagee, its successors and assigns,
as mortgagee/loss payee, or hazard insurance policy endorsement that
names the Seller, its successors and assigns, as a mortgagee/loss
payee, and, if such endorsement does not show the amount insured by
the related hazard insurance policy, some evidence of such amount
except with respect to those Mortgage Loans purchased by the Seller
from an investor as to which such proof of hazard insurance shall be
delivered not later than 180 days after the Closing Date and, if
required by law, flood insurance policy, with extended coverage of
the hazard insurance policy.
8. With respect to each Multifamily Loan Mixed Use Loan and Commercial
Loan, (i) if such item is a document separate from the Mortgage
either (a) an original copy of the related Assignment of Leases, if
any (with recording information indicated thereon), or (b) if the
original of such Assignment of Leases has not yet been returned from
the filing office, a copy of such original, certified by an
appropriate officer or
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<PAGE>
approved signatory of the Seller or the closing attorney or any
officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as
being a true and complete copy of the original of such Assignment of
Leases submitted for filing; (ii) an original assignment of any
related Assignment of Leases, if any (if such document is a document
separate from the Mortgage and not incorporated in the Assignment of
Mortgage), in blank and in recordable form; (iii) if such item is a
document separate from the Mortgage either (A) an original copy of
all intervening assignments of Assignment of Leases, if any (with
recording information indicated thereon), or (B) if the original of
such intervening assignments of Assignment of Leases has not yet
been returned from the recording office, a copy of such original,
certified by an appropriate officer or approved signatory of the
Seller or the closing attorney or any officer of the title insurer
that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete
copy of the original of such intervening assignment of Assignment of
Leases submitted for recording; (iv) either (a) a copy of the UCC-1
financing statement and any related continuation statements, if any,
each showing the Mortgagor as debtor and mortgagee as secured party
and each with evidence of filing thereon, or (b) if the copy of the
UCC-1 financing statement has not yet been returned from the filing
office, a copy of such UCC-1 financing statement, certified by an
appropriate officer or approved signatory of the Seller or the
closing attorney or any officer of the title insurer that issued the
related title insurance policy, or commitment therefor, or its duly
authorized agent, as being a true and complete copy of the original
of such UCC-1 financing statement submitted for filing; (v) an
original executed form UCC-2 or UCC-3 financing statement, in form
suitable for filing, disclosing the assignment in blank, of the
security interest in the personal property constituting security for
repayment of the Mortgage Loan; and (vi) either (A) an original copy
of all intervening assignments of UCC-3 financing statements, if any
(with evidence of filing thereon), or (B) if the original of such
intervening assignments of UCC-3 financing statements has not yet
been returned from the filing office, a copy of such original,
certified by an appropriate officer or approved signatory of the
Seller or the closing attorney or any officer of the title insurer
that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete
copy of the original of such intervening assignments of UCC-3
financing statements submitted for recording. If in connection with
any Mortgage Loan the Seller cannot deliver any such financing
statement(s) with evidence of filing thereon because such financing
statement(s) has not yet been returned by the public filing office
where such financing statement(s) has been submitted for filing,
then the Seller shall deliver or cause to be delivered a photocopy
of such financing statement(s) (certified by the Seller to be a true
and complete copy) together with an officers' certificate stating
that such financing statement(s) has been dispatched to the
appropriate public filing office for filing.
-3-
<PAGE>
9. Mortgage Loan closing statement and any other truth-in-lending or
real estate settlement procedure forms required by law.
10. Residential loan application.
11. Verification of employment and income, and tax returns, if any.
12. Credit report on the mortgagor.
13. The full appraisal made in connection with the origination of the
related Mortgage Loan with photographs of the subject property and
of comparable properties, constituting evidence sufficient to
indicate that the Mortgaged Property relates to a Residential
Dwelling.
14. With respect to Group 1, to the extent that such Group 1 Mortgage
Loan is secured by a second priority lien, a verification of the
first mortgage.
15. All other papers and records developed or originated by the Seller
or others, required to document the Mortgage Loan or to service the
Mortgage Loan.
-4-
<PAGE>
EXHIBIT B
[RESERVED]
<PAGE>
EXHIBIT C
PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT
(date)
To: ____________________________
____________________________
____________________________ (the "Depository")
As "Servicer" under the Sale and Servicing Agreement, dated as of
March 1, 2000, among Superior Bank FSB, as seller ("Seller") and servicer (the
"Servicer"), AFC Trust Series 2000-1 (the "Issuer") and LaSalle Bank National
Association, as Indenture Trustee (the "Agreement"), we hereby authorize and
request you to establish two accounts, as Principal and Interest Accounts
pursuant to Section 5.03 of the Agreement, to be designated as "Group 1
Principal and Interest Account, Superior Bank FSB, in trust for the registered
holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1" and "Group 2
Principal and Interest Account, Superior Bank FSB, in trust for the registered
holders of AFC Mortgage Loan Asset Backed Notes, Series 2000-1." All deposits in
the accounts shall be subject to withdrawal therefrom by order signed by the
Servicer in accordance with terms of the Agreement. You may refuse any deposit
which would result in violation of the requirement that the account be fully
insured as described below. This letter is submitted to you in duplicate. Please
execute and return one original to us.
SUPERIOR BANK FSB
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
The undersigned hereby certifies that the above described accounts
have each been established as a trust account under Account Number ___________
with respect to Group 1 and Account Number __________ with respect to Group 2 at
the office of the Depository indicated above, and agrees to honor withdrawals on
such accounts as provided above. The amounts deposited at any time in the
accounts will be insured to the maximum amount provided by applicable law by the
Federal Deposit Insurance Corporation.
[DEPOSITORY]
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
EXHIBIT D
[RESERVED]
<PAGE>
EXHIBIT E
[RESERVED]
<PAGE>
EXHIBIT F
FORM OF INDENTURE TRUSTEE INITIAL CERTIFICATION
______________, 20__
[Note Insurer]
[Servicer]
[Purchaser]
[Seller]
Re: Sale and Servicing Agreement, dated as of March 1, 2000 (the "Sale
and Servicing Agreement"), among AFC Trust Series 2000-1, as Issuer,
Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National
Association, as Indenture Trustee
Gentlemen:
In accordance with Section 2.05 of the Sale and Servicing Agreement,
the undersigned, as Indenture Trustee, hereby certifies that, except as noted on
the attachment hereto, if any (the "Loan Exception Report"), it or the Custodian
on its behalf has received the documents referred to in Section 2.04(a) of the
Sale and Servicing Agreement with respect to each Mortgage Loan listed in the
related Mortgage Loan Schedule and such documents appear to bear original
signatures or copies of original signatures if the original documents have not
yet been delivered.
The Indenture Trustee has made no independent examination of any
such documents beyond the review specifically required in the Sale and Servicing
Agreement. The Indenture Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any such
documents or any of the Mortgage Loans identified on the related Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
EXHIBIT F-1
FORM OF INDENTURE TRUSTEE INTERIM CERTIFICATION
______________, 20__
[Note Insurer]
[Seller]
[Servicer]
Re: Sale and Servicing Agreement, dated as of March 1, 2000 (the "Sale
and Servicing Agreement"), among AFC Trust Series 2000-1, as Issuer,
Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National
Association, as Indenture Trustee
Gentlemen:
In accordance with the provisions of Section 2.05 of the Sale and
Servicing Agreement, the undersigned, as Indenture Trustee, hereby certifies
that as to each Mortgage Loan listed in the related Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto), it has reviewed (or caused to be reviewed) the documents
delivered to it or the Custodian on its behalf pursuant to Section 2.04 of the
Sale and Servicing Agreement and has determined that, except as noted on the
attachment hereto, (i) all documents required to be delivered to it pursuant to
the Sale and Servicing Agreement as of the date hereof are in its possession or
in the possession of the Custodian on its behalf (other than items listed in
Section 2.04(f) of the Sale and Servicing Agreement)[, except as set forth on
Attachment A hereto], (ii) none of the documents delivered to it or the
Custodian on its behalf have been mutilated, damaged, torn or otherwise
physically altered and all such documents relate to such Mortgage Loan[, except
as set forth on Attachment A hereto], (iii) based on its examination, or the
examination of the Custodian on its behalf, and only as to the foregoing
documents, the information set forth in the related Mortgage Loan Schedule
respecting such Mortgage Loan is correct[, except as set forth on Attachment A
hereto] and (iv) each Mortgage Note has been endorsed as provided in Section
2.04 of the Sale and Servicing Agreement[, except as set forth on Attachment A
hereto]. The Indenture Trustee has made no independent examination of such
documents beyond the review specifically required in the Sale and Servicing
Agreement. The Indenture Trustee makes no representations as to: (i) the
validity, legality, enforceability or genuineness of any of the documents
contained in each Trustee's Mortgage File or any of the Mortgage Loans
identified on the related Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
-2-
<PAGE>
EXHIBIT G
FORM OF INDENTURE TRUSTEE FINAL CERTIFICATION
_____________, 20__
[Note Insurer]
[Servicer]
[Seller]
Re: Sale and Servicing Agreement, dated as of March 1, 2000 (the "Sale
and Servicing Agreement"), among AFC Trust Series 2000-1, as Issuer,
Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National
Association, as Indenture Trustee, relating to AFC Mortgage Loan
Asset Backed Notes, Series 2000-1
Gentlemen:
In accordance with Section 2.05 of the Sale and Servicing Agreement,
the undersigned, as Indenture Trustee, hereby certifies that, except as noted on
the attachment hereto, as to each Mortgage Loan listed in the related Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attachment hereto) it or the Custodian on its behalf has reviewed the documents
delivered to it or to the Custodian on its behalf pursuant to Section 2.04 of
the Sale and Servicing Agreement and has determined that (i) all documents
required to be delivered to it pursuant to the Sale and Servicing Agreement as
of the date hereof are in its possession or in the possession of the Custodian
on its behalf (except that no certification is given as to the items listed in
Section 2.04(f) of the Sale and Servicing Agreement), (ii) none of the documents
delivered to it or the Custodian on its behalf have been mutilated, damaged,
torn or otherwise physically altered and all such documents relate to such
Mortgage Loan, (iii) based on its examination, and only as to the foregoing
documents, the information set forth in the related Mortgage Loan Schedule
respecting such Mortgage Loan is correct, and (iv) each Mortgage Note has been
endorsed as provided in Section 2.04 of the Sale and Servicing Agreement. The
Indenture Trustee has made no independent examination of such documents beyond
the review specifically required in the above-referenced Sale and Servicing
Agreement. The Indenture Trustee makes no representations as to: (i) the
validity, legality, enforceability or genuineness of any of the documents
contained in each Trustee's Mortgage File or any of the Mortgage Loans
identified on the related Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
-2-
<PAGE>
EXHIBIT H-1
MORTGAGE LOAN SCHEDULE FOR GROUP 1
<PAGE>
Exhibit H-1
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 1 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 901 801197344 STADTMULLER GYULA 1441 UNION TPKE UNIT B6 NORTH BERGE NJ 07047 52,000.00
246-01 901 801552597 WILLIAMS JOSEPH R 5304 NORTH 106 AVENUE GLENDALE AZ 85307 32,900.00
246-01 901 801691874 LARISCY HERSCHEL 430 MCDONALD ROAD SYLVANIA GA 30467 52,400.00
246-01 901 801993254 LESLIE EDWARD H 516 LILLIAN DRIVE SAINT PETER FL 33708 75,000.00
246-01 901 802012021 WELLS BRENDA L 3612 TARA DRIVE FLORENCE SC 29505 47,600.00
246-01 901 802115956 GLENN ZONNIE L 623 ARCHER STREET BALTIMORE MD 21230 20,000.00
246-01 901 802129601 CALHOUN JOHN T 472 FOREST ST WARREN OH 44485 57,800.00
246-01 901 802189555 CHO SUNG RUY 540 MORSE AVENUE RIDGEFIELD NJ 07657 90,000.00
246-01 901 802211359 PIANO ROBERT J OLD ROUTE 23 BOX 550 CAIRO NY 12413 25,500.00
246-01 901 802245431 CALDWELL JANET G 23 HEYWOOD LANE WINSLOW TOW NJ 08081 63,665.00
246-01 901 802266403 FOX JERRY LEON II RD 1 BOX 93B DILLINER PA 15327 68,000.00
246-01 901 802282392 ADAMS ELVIS 1418 COLORADO AVENUE JOLIET IL 60435 26,000.00
246-01 901 802299057 SCHAFFER LYNDA L 7300 BEECHER ROAD SW PATASKALA OH 43062 15,100.00
246-01 901 802311084 RIFFE MARCIA 214 WINDSOR RD SAVANNAH GA 31404 66,800.00
246-01 901 802376574 JOHNSON MARK 2065 PINE RIDGE ROAD WELLINGTON AL 36279 49,000.00
246-01 901 802381756 BRECHER JOSEPH 2514 AVENUE L BROOKLYN NY 11210 85,750.00
246-01 901 802432005 MCCARTHER ALFRED 655 WYONA STREET BROOKLYN NY 11207 180,000.00
246-01 901 802432500 DORANCY JEANNE B 149 WASHINGTON AVENUE BROOKLYN NY 11205 46,000.00
246-01 901 802435958 FAIRCHILD CHRISTOPHE J RTE 2 BOX 55-2 BIG CABIN OK 74332 55,250.00
246-01 901 802446021 TURNER CARNELIUS G 425 SAMPSON STREET CLINTON NC 28328 45,175.00
246-01 901 802470963 MIKULECKY SARAH A 435 PRISCILLA LANE BLOOMINGTON IL 61704 23,000.00
246-01 901 802472233 SMITH PRUITT 747 ELIZABETH STREET EXTEN HONEA PATH SC 29654 31,200.00
246-01 901 802481168 TOBIN MICHELLE 7664 EAGLE CREEK DR PICKERINGTO OH 43147 16,000.00
246-01 900 802484469 GONZALEZ JUAN 151 HUDSON LANDING ROAD WATSONVILLE CA 95076 45,900.00
246-01 901 802485672 WILLIAMS MICHAEL A 2247 BENNETT ROAS OAK CITY N NC 27857 57,600.00
246-01 901 802528943 WAITE JOHN C 88 REXLEIGH ROAD CAMBRIDGE NY 12816 21,800.00
246-01 901 802538470 EDWIN LYNETTE M 784 REMSEN AVENUE BROOKLYN NY 11236 83,800.00
246-01 901 802563106 SHIPPER GEORGETTA W 710 NORTH ITHAN AVENUE ROSEMONT PA 19010 104,000.00
246-01 901 802563445 BARNES RANDY 145 WINDCREST DRIVE ALTO GA 30510 97,200.00
246-01 902 802573931 TYSON CAROL A 7628 30 S ESSEX AVENUE CHICAGO IL 60649 133,000.00
246-01 901 802599811 DILLON GERALD 1821 DAISY AURORA IL 60505 21,500.00
246-01 901 802605691 MCKENNA RICHARD V RR 4 PENALUNA ROAD MONROE NY 10950 29,000.00
246-01 901 802607739 WALLACE KAREN 1021 TYLER WAY SPARKS NV 89195 19,812.00
246-01 901 802620393 MARCUS GREG B 542 WEST 16TH STREET TEMPE AZ 85281 23,000.00
246-01 901 802644310 LIMBO PEDRO S 4839 NEOLA PLACE LOS ANGELES CA 90041 58,000.00
246-01 901 802647578 BECKER WALTER J 717 EAST FLORADORA AVENUE FRESNO CA 93728 31,180.00
246-01 901 802685487 EARLYWINE ERIN 320 MEADOW LANE MOORESVILLE NC 28115 79,475.00
246-01 901 802700419 KAHLE PAUL 3112 TWIN OAKS DRIVE SHINGLE SPR CA 95682 51,000.00
246-01 901 802701425 FEDAS ANDREW 5070 EVES PLACE ROSWELL GA 30076 47,000.00
246-01 901 802701458 MASON BILLY D 1109 BEEGEE LANE WILLIAMSTON NC 27892 52,700.00
246-01 901 802706663 RAHN DEBORAH K RD 2 189 C TYRONE PA 16686 67,500.00
246-01 901 802707737 SANCHEZ LAWRENCE J 1619 HWY 402 NAPOLEONVIL LA 70390 33,000.00
246-01 901 802708479 RICHARDSON VIRGIL E 105 BOX AVENUE BUFFALO NY 14211 15,837.00
246-01 901 802712372 WILKINSON SHARON ANNE 6608 ELLIS ROAD FORT WORTH TX 76112 40,500.00
246-01 901 802714857 SANDERSON REGINALD S 6492 WEST BLECK ROAD LA PORTE IN 46350 86,000.00
246-01 902 802741363 RODRIGUES MANUEL A 382 388 BOWDOIN STREET DORCHESTER MA 02122 262,500.00
246-01 901 802743203 ENGEL MARTHA 59 CHICANOS DRIVE LAKEWOOD NJ 08701 65,000.00
246-01 901 802748236 RUCKER ADDIE 400 WOODWARD STREET BISHOPVILLE SC 29010 35,100.00
246-01 901 802748764 GLOVER TONY L 7802 AUBURN DETROIT MI 48228 42,568.00
246-01 901 802753574 STRODE LOIS E 4139 N TACOMA AVE INDIANAPOLI IN 46205 24,565.00
246-01 901 802758268 VELEZ DANIEL 33 35 101ST STREET CORONA NY 11368 169,000.00
246-01 901 802764803 DUDLEY WILLIAM H 247 MIRAMAR BOULEVARD NORT SAINT PETER FL 33704 36,000.00
246-01 901 802766535 POQUEE FREEMAN 321 SOUTH 11TH STREET NEWARK NJ 07103 75,000.00
246-01 901 802775262 WRIGHT LAURETTA A 8126 E BONNELL STREET MESA AZ 85207 76,500.00
246-01 902 802787895 NENORTAS VYTENIS K 74 76 OAK STREET 90 BROAD NEW BRITAIN CT 06050 120,000.00
246-01 901 802797241 GIBSON WILLIAM M 1844 FRAMES BRANCH ROAD CLAY CITY KY 40312 56,000.00
246-01 901 802800425 LEE JAMES F 20 ROSE STREET SPRAGUE CT 06330 73,600.00
246-01 901 802801068 MORSE STEVEN S 320 GLEN ECHO ROAD PHILADELPHI PA 19119 88,000.00
246-01 901 802801456 WARDWELL BRYAN 8311 NORTHEAST 112TH PLACE BRONSON FL 32621 59,200.00
246-01 901 802804047 KOHR MICHAEL J 136 SPRING STREET TREMONT PA 17981 25,000.00
246-01 901 802812396 GROOMS LOUISE B RT 2 PO BOX 981 PALMYRA VA 22963 56,900.00
246-01 901 802818468 LAMB BILLY RAY 6 RILA LORD ROAD OLDTOWN FL 32680 45,000.00
246-01 901 802828376 GRAY ALFONZA 225 LAKEPOINT LN FAYETTEVILL GA 30215 272,000.00
246-01 901 802833996 GAINES ROSCOE C JR 1371 GREENWOOD AVENUE AKRON OH 44320 46,800.00
246-01 901 802836122 BRUBAKER GERALD 1278 KAYLER ROAD EATON OH 45320 116,000.00
246-01 901 802839357 BONNETT DON E 6805 CR 327 FULTON MO 65251 30,000.00
246-01 901 802841023 HAMILTON TERESA M 5212 SHARON DRIVE VIRGINIA BE VA 23464 31,956.00
246-01 901 802850586 WYNN EUGENE 1486 1488 FULTON ST COLUMBUS OH 43205 53,950.00
246-01 901 802852228 IANNACONE ALPHONSE D 5 LANI STREET SPOTSWOOD NJ 08884 27,000.00
246-01 901 802854984 MUNRO DONALD S 13223 REID RD JEFFERSONVI OH 43128 35,100.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 51,460.57 0.00 06/27/1998 05/27/2013 158.83 03/27/2000 65.0 10.500 475.66
246-01 32,574.31 0.00 04/01/1999 03/01/2014 168.00 04/01/2000 79.9 11.350 322.05
246-01 52,242.60 0.00 08/21/1999 07/21/2029 352.64 02/21/2000 74.9 10.300 471.51
246-01 75,000.00 0.00 11/08/1999 10/08/2014 175.23 02/08/2000 84.7 9.650 638.87
246-01 47,578.72 0.00 09/09/1999 08/09/2014 173.26 03/09/2000 80.0 13.400 541.47
246-01 19,954.25 0.00 08/01/1999 07/01/2014 172.00 03/01/2000 80.0 11.150 192.73
246-01 57,752.00 0.00 08/07/1999 07/07/2029 352.18 02/07/2000 85.0 13.500 662.05
246-01 88,386.31 0.00 08/20/1999 07/20/2014 172.60 04/20/2000 83.1 12.500 960.53
246-01 25,326.92 0.00 09/16/1999 08/16/2014 173.49 02/16/2000 84.4 13.250 326.84
246-01 63,607.02 0.00 09/13/1999 08/13/2014 173.39 03/13/2000 85.0 11.550 632.90
246-01 68,000.00 0.00 09/23/1999 08/23/2029 353.72 03/23/2000 85.0 11.750 686.40
246-01 26,000.00 0.00 11/01/1999 10/01/2019 235.00 03/01/2000 75.4 10.250 255.23
246-01 15,009.17 0.00 09/20/1999 08/20/2019 233.62 03/20/2000 90.0 12.050 166.79
246-01 66,759.03 0.00 10/01/1999 09/01/2029 354.00 03/01/2000 80.0 13.100 744.17
246-01 48,563.50 0.00 10/01/1999 09/01/2019 234.00 04/01/2000 66.2 10.650 494.15
246-01 85,750.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 85.0 11.650 859.00
246-01 180,000.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 80.0 11.500 1,782.53
246-01 42,996.14 0.00 11/04/1999 10/04/2014 175.10 06/04/2000 89.0 11.750 464.33
246-01 55,250.00 0.00 12/01/1999 11/01/2014 176.00 03/01/2000 85.0 12.125 573.63
246-01 45,175.00 0.00 11/15/1999 10/15/2014 175.46 03/15/2000 65.0 13.390 513.53
246-01 22,833.08 0.00 11/25/1999 10/25/2019 235.79 03/25/2000 82.5 13.350 275.22
246-01 31,042.45 0.00 10/28/1999 09/28/2014 174.90 02/28/2000 65.0 11.550 365.47
246-01 16,000.00 0.00 11/01/1999 10/01/2029 355.00 03/01/2000 89.2 12.300 168.28
246-01 45,822.25 0.00 10/21/1999 09/21/2024 294.67 03/21/2000 85.0 12.950 515.95
246-01 57,513.40 0.00 12/02/1999 11/02/2029 356.05 03/02/2000 80.0 14.000 682.49
246-01 21,766.51 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 31.5 13.400 281.59
246-01 83,800.00 0.00 11/22/1999 10/22/2014 175.69 02/22/2000 89.9 12.900 920.45
246-01 103,963.06 0.00 12/16/1999 11/16/2014 176.52 03/16/2000 80.0 12.200 1,085.79
246-01 97,101.29 0.00 11/19/1999 10/19/2029 355.59 03/19/2000 90.0 11.990 999.06
246-01 132,960.66 0.00 02/01/2000 01/01/2030 358.00 03/01/2000 70.0 11.850 1,352.72
246-01 21,407.16 0.00 12/10/1999 11/10/2014 176.32 03/10/2000 89.9 11.400 249.80
246-01 28,761.44 0.00 12/05/1999 11/05/2014 176.15 03/05/2000 89.7 12.800 363.11
246-01 19,550.49 0.00 11/19/1999 10/19/2019 235.59 03/19/2000 85.0 11.350 209.24
246-01 22,638.04 0.00 12/01/1999 11/01/2014 176.00 05/01/2000 55.8 11.600 229.52
246-01 57,779.55 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 84.6 12.500 714.86
246-01 31,180.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 85.0 11.000 296.93
246-01 79,475.00 0.00 03/17/2000 02/17/2030 359.57 03/17/2000 85.9 12.500 848.20
246-01 50,935.47 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 88.1 11.000 485.68
246-01 46,748.42 0.00 12/18/1999 11/18/2014 176.58 03/18/2000 84.2 10.650 523.92
246-01 52,498.52 0.00 03/08/2000 02/08/2030 359.28 04/08/2000 85.0 12.500 562.44
246-01 67,443.74 0.00 01/01/2000 12/01/2029 357.00 03/01/2000 56.2 10.300 607.38
246-01 32,982.46 0.00 01/10/2000 12/10/2024 297.30 03/10/2000 75.0 12.725 365.37
246-01 15,837.00 0.00 03/16/2000 02/16/2020 239.54 03/16/2000 65.9 12.740 182.62
246-01 40,500.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 75.0 12.000 416.59
246-01 85,957.79 0.00 12/22/1999 11/22/2014 176.71 03/22/2000 69.3 11.650 861.51
246-01 262,500.00 0.00 04/01/2000 03/01/2025 300.00 04/01/2000 70.0 10.600 2,497.25
246-01 65,000.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 79.9 12.750 706.35
246-01 35,100.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 65.0 14.250 422.85
246-01 42,435.01 0.00 01/13/2000 12/13/2019 237.40 03/01/2000 65.4 13.090 501.45
246-01 24,565.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 85.0 13.600 283.30
246-01 168,900.74 0.00 01/24/2000 12/24/2014 177.76 03/24/2000 65.0 9.900 1,470.62
246-01 35,953.70 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 77.7 10.650 401.30
246-01 75,000.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 62.5 11.400 871.38
246-01 76,298.44 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 85.0 11.400 751.74
246-01 120,000.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 70.5 11.500 1,401.83
246-01 56,000.00 0.00 03/17/2000 02/17/2020 239.57 03/17/2000 80.0 10.750 568.53
246-01 73,600.00 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 80.0 14.800 918.87
246-01 88,000.00 0.00 02/28/2000 01/28/2015 178.92 02/28/2000 89.9 12.230 920.79
246-01 59,200.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 75.8 12.250 620.35
246-01 24,992.00 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 57.4 11.500 247.58
246-01 56,638.77 0.00 03/08/2000 02/08/2015 179.28 04/08/2000 74.8 12.750 618.33
246-01 45,000.00 0.00 03/09/2000 02/09/2025 299.31 03/09/2000 75.6 9.900 405.75
246-01 271,888.34 0.00 01/01/2000 12/01/2029 357.00 03/01/2000 84.7 13.500 3,115.53
246-01 46,800.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 65.0 13.500 536.05
246-01 116,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 85.0 9.750 1,228.86
246-01 29,866.63 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 70.1 11.600 352.37
246-01 31,956.00 0.00 01/07/2000 12/07/2019 237.21 02/07/2000 75.9 13.750 391.59
246-01 53,950.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 65.0 13.500 617.95
246-01 26,944.48 0.00 01/21/2000 12/21/2014 177.67 03/21/2000 89.8 11.900 322.31
246-01 35,100.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 65.0 12.740 381.16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 2 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 901 802859272 ADAMS MARGARET ROUTE 3 BOX 68 BAY BRANCH CLAXTON GA 30417 34,800.00
246-01 901 802860189 WELSH CEDRIC B JR 2623 NEWTON STREET NE WASHINGTON DC 20018 178,200.00
246-01 901 802861724 BRUNDAGE DONNA L 3 DYKE ROAD PO BOX 99 ANDOVER NY 14806 20,000.00
246-01 901 802865170 COOPER JONI G 10545 ALIANN ATASCOSA TX 78002 40,950.00
246-01 901 802866186 WILD JOHN 2409 FOGERTY AVENUE KEY WEST FL 33040 29,000.00
246-01 901 802872457 CHAMBERS BROOKE 8064 SOUTH SHORE DRIVE UNIONVILLE IN 47468 15,000.00
246-01 901 802880278 HADEE RALPH A 2323 HARFORD RD BALTIMORE MD 21234 26,600.00
246-01 902 802884189 STREET LLC 40 42 STANDISH 37 39 ELLIOT ST & 35 WHITM HARTFORD CT 06114 112,000.00
246-01 901 802890376 KRAUSE TIMOTHY 210 SNIDER ROAD GORDONVILLE TX 76245 30,000.00
246-01 901 802893891 JONES EDWARD 621 LANDSDOWN ROAD BOWMAN SC 29018 35,625.00
246-01 901 802894568 BROWN CHARLIE SR 4953 DONNYBROOK AVENUE JACKSONVILL FL 32208 40,500.00
246-01 901 802895722 ETRA AARON 86 LEWIS AVENUE ATLANTIC BE NY 11509 113,000.00
246-01 901 802898700 RYLES JULIA R 520 JOY AVENUE BROXTON GA 31519 20,000.00
246-01 901 802899674 WALKER SHARON MARIA 355 LOCKETT ROAD RED OAK VA 23964 72,000.00
246-01 901 802900431 RICE DONALD R N2732 WEST DRIVE PACKWAUKEE WI 53949 64,000.00
246-01 901 802900647 MEALY LUCILLE 133 WASHINGTON STREET HARTSVILLE SC 29550 30,000.00
246-01 901 802904086 GILLIAM MARJORIE 2217 W FAYETTE ST BALTIMORE MD 21223 24,050.00
246-01 901 802906156 WILLIAMS KEISHA 610 EAST PEAR STREET WEST POINT GA 31833 19,200.00
246-01 901 802909895 STONE DARRELL L 12705 FREEH ROAD SARDINIA OH 45171 32,000.00
246-01 901 802910265 CHANDLER JAMES ROY 140 QUIMBY ROAD WEST GROVE PA 19390 143,200.00
246-01 901 802914374 PARKER JAMES THOMAS 1625 ROOSEVELT STREET GREENVILLE MS 38701 36,550.00
246-01 901 802916189 PARROTT ALBERT 655 LYNCHBURG HIGHWAY 341 LYNCHBURG SC 29080 43,200.00
246-01 901 802916775 FOUTZ DARRYL H 1593 CARNATION AVENUE VENTURA CA 93004 39,000.00
246-01 902 802921478 GJENASAJ SAL 255 POWERS STREET BROOKLYN NY 11211 255,500.00
246-01 901 802925685 MUNCY TANYA R 203 SHORT MORGAN ST EDEN NC 27288 38,700.00
246-01 902 802927079 JOHNSON LEON 5860 MARKET STREET PHILADELPHI PA 19143 160,000.00
246-01 901 802928754 WILKEY TRACIE 1916 SOUTH 7TH STREET ALBION IN 46701 36,800.00
246-01 901 802929067 SPREITZER EDWARD C 1522 9TH ST CUYAHOGA FA OH 44221 20,189.00
246-01 901 802929836 PIPER RODNEY R 610 E WILDWOOD DRIVE WARSAW IN 46580 28,000.00
246-01 901 802929869 HERRIDGE JOAN V 3790 WEST CAROLINA DRIVE WEST JORDAN UT 84084 32,000.00
246-01 901 802931220 PHILPOTT BERNICE C 115 MEADOW VIEW LANE TIMBERLAKE NC 27583 136,850.00
246-01 901 802934877 GRIGGS EDWIN CHRIS 3757 LEROY LANE WALLACE SC 29596 25,000.00
246-01 901 802936005 SCHROCK HANK 3055 NORTH 982 WEST SHIPSHEWANA IN 46565 38,000.00
246-01 901 802936336 VOSSELLER JOHNNETTE G 225 S 68TH STREET KANSAS CITY KS 66111 32,200.00
246-01 901 802936799 KENDALL STEVEN B 705 NORTH 18TH STREET NEW CASTLE IN 47362 25,600.00
246-01 901 802939918 MIRANDA MICHAEL A 2975 NORTH CAMBRIDGE ROAD AVON PARK FL 33825 67,400.00
246-01 901 802940643 HERTZ LISA R 7 24 119TH STREET COLLEGE POI NY 11356 40,000.00
246-01 901 802942128 BERBERICH HOLLY K 8 CLINE STREET DOLGEVILLE NY 13329 50,000.00
246-01 901 802946277 SNEAD DICKIE LEE 6570 JETERS CHAPEL ROAD VINTON VA 24179 86,000.00
246-01 901 802948232 OLSON MATTHEW 204 ANDREW STREET MAX ND 58759 17,550.00
246-01 901 802952093 HUNT CRYSTAL 1214 HIGHWAY 710 ROWLAND NC 28383 69,600.00
246-01 902 802953067 ALDAVE ABEL M 50 52 STANDISH STREET HARTFORD CT 06118 105,000.00
246-01 901 802956474 MCDERMOTT HERBERT S 935 LEAGUE STREET PHILADELPHI PA 19147 59,500.00
246-01 901 802960849 HEMP CHRISTOPHE M 475 THOROFARE ROAD CRIMORA VA 24431 78,200.00
246-01 901 802961359 FOWLER ROSE A 1480 EAST THIRD STREET LUVERNE AL 36049 51,600.00
246-01 901 802961482 RODRIGUEZ JO ANN 218 WEST JEAN STREET TAMPA FL 33604 25,000.00
246-01 901 802961839 KIRK PENNY 417 MAIN STREET CROYDEN PA 19021 93,500.00
246-01 901 802964130 VIRGO KARLENE W 3353 WICKHAM AVENUE BRONX NY 10469 197,000.00
246-01 901 802965244 REMER SHEILA 7005 SOUTH KETCHAM ROAD BLOOMINGTON IN 47403 20,000.00
246-01 901 802968214 MIDDLETON MARK F 2847 GREEN ACRES ROAD EXT SAINT AUGUS FL 32095 28,500.00
246-01 901 802970889 FIELDS DIETRICH L 249 HIGH STREET BRODNAX VA 23920 52,000.00
246-01 901 802971259 NICHOLS VIRGINIA WRIGHT 5820 CHURCH AVENUE NORTH # TAMPA FL 33614 15,000.00
246-01 901 802973958 SWETNAM MARK 64 MULBERRY STREET NEWARK OH 43055 72,000.00
246-01 901 802976001 JOHNSON JEFREY 3694 CLIPPERT DETROIT MI 48210 26,000.00
246-01 901 802977561 WRIGHT LARRY G 2319 WEST 13TH STREET LITTLE ROCK AR 72202 27,200.00
246-01 901 802981290 WALKER TIMOTHY S 1003 N RACHEL ST RENSSALAER IN 47978 64,800.00
246-01 901 802982413 O'DELL ARLENE 309 RUSSELL DRIVE ALGONAC MI 48081 20,000.00
246-01 901 802988907 WILLIAMS DWIGHT 4827 SACRAMENTO AVE ST LOUIS MO 63115 44,000.00
246-01 901 802989434 LAVENTURE LANCE 1122 BURGUNDY LN BALLWIN MO 63011 55,000.00
246-01 901 802989665 DONTON RONALD C RR #5 BOX 407 PINE GROVE PA 17963 68,000.00
246-01 901 802990440 AHEDO CARMEN 846 COMMACK ROAD BRENTWOOD NY 11717 123,250.00
246-01 901 802991448 O KEEFE KENNETH J 56 JOHN STREET RENSSELAER NY 12144 35,100.00
246-01 901 802992347 COLLUCIO NICHOLAS J ROUTE 81 NORTON HILL DURHAM NY 12135 63,900.00
246-01 901 802992446 SCHAEFFER RICHARD A SR 8340 CROOKED ROAD REED KY 42451 28,700.00
246-01 901 802992628 O'MEARA KAYLE C 2355 MT HOPE ROAD CRYSTAL TOW MI 48818 57,000.00
246-01 901 802994202 BROWN CURTIS RT 1 BOX 425 BARBOURVILL KY 40906 22,400.00
246-01 901 802994871 MASTERS RICKY 3505 ROSE ROAD ALBERTVILLE AL 35951 72,000.00
246-01 901 802995597 DIORIO JUDY L 1900 SOUTHWEST 27TH TERRAC CAPE CORAL FL 33914 71,100.00
246-01 901 802997387 CANTLEY PHIL T 2101 BULGER ROAD ALKOL WV 25501 71,100.00
246-01 901 802998179 DREWES CRAIG 307 SOUTH HIGHLAND AVENUE SIOUX FALLS SD 57103 67,150.00
246-01 901 802998252 HOPE SANDRA MARLENE 123 MASSEY LANE PALATKA FL 32177 44,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 34,621.35 0.00 01/15/2000 12/15/2024 297.47 03/15/2000 84.8 14.000 418.91
246-01 178,200.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 90.0 11.150 1,717.27
246-01 20,000.00 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 65.5 13.650 231.45
246-01 40,950.00 0.00 03/09/2000 02/09/2025 299.31 03/09/2000 90.0 10.150 376.45
246-01 28,889.61 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 87.2 13.450 375.55
246-01 15,000.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 16.5 11.850 152.56
246-01 26,586.77 0.00 01/10/2000 12/10/2014 177.30 03/10/2000 70.0 12.650 286.99
246-01 112,000.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 70.0 9.700 1,183.09
246-01 30,000.00 0.00 04/01/2000 03/01/2020 240.00 04/01/2000 77.9 11.600 322.00
246-01 35,625.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 75.0 14.250 480.43
246-01 40,500.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 75.0 11.850 411.92
246-01 112,988.89 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 79.3 11.950 1,157.98
246-01 20,000.00 0.00 02/10/2000 01/10/2010 118.32 03/10/2000 68.9 14.750 319.61
246-01 72,000.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 90.0 10.800 674.81
246-01 63,676.83 0.00 03/07/2000 02/07/2030 359.24 04/07/2000 80.0 14.350 776.08
246-01 29,916.06 0.00 02/05/2000 01/05/2030 358.16 04/05/2000 80.0 12.750 326.01
246-01 24,041.49 0.00 01/21/2000 12/21/2014 177.67 03/21/2000 65.0 14.150 287.82
246-01 19,193.29 0.00 02/03/2000 01/03/2030 358.09 03/03/2000 80.0 13.750 223.70
246-01 32,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 53.3 12.100 386.11
246-01 143,200.00 0.00 03/21/2000 02/21/2015 179.70 03/21/2000 80.0 8.750 1,126.55
246-01 36,550.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 85.0 14.250 440.31
246-01 43,200.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 80.0 12.750 469.45
246-01 39,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 71.1 9.750 369.92
246-01 255,500.00 0.00 04/01/2000 03/01/2017 204.00 04/01/2000 70.9 11.400 2,839.93
246-01 38,700.00 0.00 02/21/2000 01/21/2030 358.68 03/21/2000 90.0 10.750 361.26
246-01 160,000.00 0.00 04/01/2000 03/01/2025 300.00 04/01/2000 68.0 11.850 1,667.45
246-01 36,800.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 80.0 12.100 381.36
246-01 20,189.00 0.00 01/16/2000 12/16/2014 177.50 02/16/2000 80.1 10.900 228.20
246-01 27,833.03 0.00 03/04/2000 02/04/2010 119.15 04/04/2000 79.2 13.700 429.71
246-01 31,989.20 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.8 14.150 382.96
246-01 136,850.00 0.00 03/25/2000 02/25/2015 179.84 03/25/2000 85.0 12.750 1,487.14
246-01 25,000.00 0.00 03/09/2000 02/09/2010 119.31 03/09/2000 74.6 13.100 374.75
246-01 38,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 87.9 10.950 430.71
246-01 32,193.43 0.00 02/03/2000 01/03/2015 178.09 03/03/2000 70.0 13.500 368.82
246-01 25,600.00 0.00 03/14/2000 02/14/2010 119.47 03/14/2000 80.0 13.000 382.24
246-01 67,400.00 0.00 03/23/2000 02/23/2015 179.77 03/23/2000 84.9 11.850 685.51
246-01 40,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 81.3 12.750 434.68
246-01 50,000.00 0.00 03/28/2000 02/28/2015 179.93 03/28/2000 76.9 10.400 549.60
246-01 86,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 81.9 11.850 874.69
246-01 17,550.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 65.0 11.350 171.79
246-01 68,843.66 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 80.0 12.750 756.34
246-01 105,000.00 0.00 04/01/2000 03/01/2020 240.00 04/01/2000 70.0 10.350 1,037.74
246-01 59,500.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.8 12.800 648.90
246-01 78,200.00 0.00 03/08/2000 02/08/2015 179.28 03/08/2000 85.0 11.750 789.36
246-01 51,600.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 80.0 13.850 605.28
246-01 25,000.00 0.00 03/28/2000 02/28/2015 179.93 03/28/2000 50.0 10.250 272.49
246-01 93,500.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 82.0 11.150 901.04
246-01 197,000.00 0.00 03/17/2000 02/17/2015 179.57 03/17/2000 74.3 11.850 2,003.65
246-01 20,000.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 80.0 12.000 240.03
246-01 28,500.00 0.00 03/09/2000 02/09/2025 299.31 03/09/2000 54.8 12.100 302.28
246-01 52,000.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 80.0 9.900 452.50
246-01 15,000.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 50.0 12.100 155.45
246-01 71,947.68 0.00 03/23/2000 02/23/2030 359.77 05/23/2000 80.0 13.700 836.04
246-01 26,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 65.0 12.740 282.34
246-01 27,200.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 85.0 11.750 274.56
246-01 64,800.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 80.0 13.520 743.25
246-01 20,000.00 0.00 02/21/2000 01/21/2030 358.68 03/21/2000 12.5 12.500 213.45
246-01 43,966.46 0.00 03/23/2000 02/23/2030 359.77 05/23/2000 80.0 13.000 486.73
246-01 55,000.00 0.00 03/28/2000 02/28/2015 179.93 03/28/2000 48.8 12.500 586.99
246-01 67,974.00 0.00 02/26/2000 01/26/2030 358.85 03/26/2000 80.0 10.680 631.20
246-01 123,250.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 85.0 13.150 1,377.86
246-01 35,100.00 0.00 03/03/2000 02/03/2020 239.11 03/03/2000 65.0 14.650 453.15
246-01 63,875.91 0.00 02/13/2000 01/13/2015 178.42 03/13/2000 90.0 13.000 706.86
246-01 28,700.00 0.00 03/14/2000 02/14/2025 299.47 03/14/2000 70.0 13.600 336.72
246-01 57,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 75.0 12.350 601.71
246-01 22,400.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 80.0 13.400 289.34
246-01 71,921.80 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 80.0 12.750 782.42
246-01 71,100.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 90.0 11.400 698.68
246-01 71,100.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 90.0 10.650 658.37
246-01 67,046.87 0.00 02/20/2000 01/20/2020 238.65 03/20/2000 85.0 8.800 595.56
246-01 44,000.00 0.00 03/07/2000 02/07/2025 299.24 03/07/2000 80.0 11.250 439.23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 3 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 901 802998419 STEWART RICHARD P 7 GUNCKEL AVENUE DAYTON OH 45410 34,400.00
246-01 901 802998823 JOSEPH PAUL 2937 MEREDITH PLACE BENSALEM PA 19020 162,000.00
246-01 901 802999029 ROSS SUZAN DANA 11635 SALMON DRIVE PORT RICHEY FL 34668 31,600.00
246-01 901 802999193 HALL RANDOLPH P 1713 WEST 90TH PL CHICAGO IL 60620 85,000.00
246-01 901 802999987 GRICE NANCY 927 SHADOW LANE ALTHA FL 32421 87,162.00
246-01 901 803000009 FEEHAN KATHLEEN 8 SMITH COMMONS YAPHANK NY 11980 92,650.00
246-01 901 803003847 VARNEY BURNARD 1440 SUGAR RUN RD PIKETON OH 45661 36,000.00
246-01 901 803005248 DAVENPORT RANDAL K 4815 EAST COUNTY ROAD 150 AVON IN 46123 166,500.00
246-01 902 803007061 INVESTMENTS TREASURE MNT 485 LINCOLN ST AMERICAN FA ID 83211 312,000.00
246-01 901 803008119 JACKSON BENNIE 1190 CASTLETON RD CLEVELAND H OH 44121 45,000.00
246-01 901 803009893 LOMAX JULIUS 508 SEMINOLE AVENUE SOUTH FORT MEADE FL 33841 25,075.00
246-01 901 803014091 PENN DAVID E 5628 ST RT 88 KINSMAN OH 44428 84,400.00
246-01 901 803016187 SMITH FIELDING W. 7635 STRAWBERRY LAKE RD WHITMORE LA MI 48189 88,400.00
246-01 901 803021237 GICK CHAD JAMES 8520 EAST 300 NORTH HOWE IN 46746 37,000.00
246-01 901 803021476 CANTU GERALD 3137 RUCKLE SAGINAW MI 48601 15,200.00
246-01 901 803022219 BRISBON CARRIE M 4324 MELLOWOOD DRIVE COLUMBIA SC 29209 19,000.00
246-01 901 803023464 KIARIE KIRONYO 1729 GUILFORD AVENUE BALTIMORE MD 21217 20,528.00
246-01 901 803024538 LAMBERT ESTENA W 2938 12TH AVENUE SOUTH SAINT PETER FL 33712 26,000.00
246-01 901 803025675 THOMPSON DELCINE M 8139 S CRANDON CHICAGO IL 60617 104,400.00
246-01 901 803027937 MITCHELL CLIFFORD E 204 DOGWOOD LANE PALATKA FL 32177 72,000.00
246-01 901 803028448 SHOCKOME DANIEL E JR 1669 ASH STREET HUNTINGTON IN 46750 28,150.00
246-01 901 803028562 BLACK LEE G 821 SATILLA CIRCLE BLACKSHEAR GA 31556 52,450.00
246-01 901 803029776 DANIELS IRENE 179 MAPES AVENUE NEWARK NJ 07112 108,500.00
246-01 901 803029834 BRATSIS MATTHEW 10 FOX MEADOW GARTH WESTMINSTER MD 21157 119,920.00
246-01 901 803039601 DZIERZEK REBECCA 52 DZIERZEK LANE GOSHEN NY 10924 108,000.00
246-01 901 803039940 FORTE FRANK JR 6 NORTH 5TH STREET DEER PARK NY 11729 144,400.00
246-01 901 803040377 RAMIREZ SERGIO 122 NORTH LINWOOD AVENUE INDIANAPOLI IN 46201 59,500.00
246-01 901 803040716 WATSON DENNIS A 1802 GORDON AVENUE RICHMOND VA 23224 47,400.00
246-01 901 803043074 DINSMORE JAMES R RICHMOND LANDS DRYDEN VA 24243 39,375.00
246-01 901 803043884 HITE GWENDOLYN C 3815 PLEASANT GROVE ROAD BRODNAX VA 23920 60,000.00
246-01 901 803045681 NEWTON LUCY 1835 LOVETOWN ROAD BUFFALO JUN VA 24529 64,000.00
246-01 901 803046515 POAG WILLIAM 721 S WHEELER RD SAGINAW MI 48602 47,450.00
246-01 901 803047687 MEDLIN MALCOLM W 1915 FARRAND STREET RICHMOND VA 23230 33,400.00
246-01 901 803048883 JEFFERSON CLEVELAND JR 320 SIBELIUS DRIVE DEFUNIAK SP FL 32433 80,000.00
246-01 901 803049246 LIPFORD JIMMY WAYNE 5030 SIMS LANE MARIANNA FL 32448 67,500.00
246-01 901 803049634 COOK WILLIAM THOMAS JR 501 HIGHWAY 73 KINARD FL 32449 76,000.00
246-01 901 803051721 SABICH THOMAS 152 REDWOOD ROAD KARNS CITY PA 16041 82,000.00
246-01 901 803052141 SCOTT DAVID W 1198 RHAPSODY LANE HERNANDO FL 34442 40,800.00
246-01 901 803052711 GREER ORLENA D 12315 WANDA AVE CLEVELAND OH 44135 47,600.00
246-01 901 803052943 HONDRAS VIRGINIA 1356 N MENARD CHICAGO IL 60651 91,000.00
246-01 901 803052950 ROSEMOND ROY 1058 LOUISIANA AVENUE CLEWISTON FL 33440 42,000.00
246-01 901 803056308 WILSON NANCY L 376 SOUTH CLARKSVILLE RD CLARKSVILLE OH 45113 23,927.00
246-01 901 803058296 STUMP THOMAS G RR 2 BOX 46 WYSOX PA 18854 85,600.00
246-01 901 803060136 MILLER MICHAEL K 10 EAST CHELTON ROAD PARKSIDE PA 19015 86,400.00
246-01 901 803060243 COFFEY RACHEL J. 5137 SOUTH CONCORD INDIANAPOLI IN 46217 38,350.00
246-01 901 803060847 CLEMENT CHARLES CLINTON 552 WOODLAND DETROIT MI 48202 23,200.00
246-01 901 803061100 YOCKEY SAM RD 1 BOX 554 SENECA PA 16346 27,200.00
246-01 901 803061662 MYERS IDA P 1205 WAYNE AVENUE HAGERSTOWN MD 21742 32,200.00
246-01 901 803062587 GERONIMO RUBEN 35860 EAST ANTELOPE DRIVE WELLTON AZ 85356 48,000.00
246-01 901 803064823 COBB REGINALD 5651 JEFFERY PLACE FAIRFIELD OH 45014 129,200.00
246-01 901 803065341 MURPHY ANTHONY 614 COREY AVENUE BRADDOCK PA 15104 43,400.00
246-01 901 803067453 JAMES MARONDA 2647 WOODROW ROAD SUMTER SC 29153 53,242.00
246-01 901 803072149 ENGELHARDT R BRADFORD 4181 OAK TERRACE DRIVE LAKE WORTH FL 33463 28,000.00
246-01 901 803073568 GOFFER ELLEN MARY 942 WOODLAWN STREET SCRANTON PA 18509 80,100.00
246-01 901 803074202 EASTER LOUISE R 1322 NORTH 53RD STREET PHILADELPHI PA 19131 29,750.00
246-01 901 803076785 WHITE MARY EMMA 800 RIVERS AVE EUFAULA AL 36027 26,400.00
246-01 901 803077288 KAZLAUSKAS GENE E 7137 W 72ND PLACE CHICAGO IL 60638 123,300.00
246-01 901 803077429 MADISON DORIS 622 MCCABE AVENUE BALTIMORE C MD 21212 19,500.00
246-01 901 803077783 FLEURANT CEBONHEUR 361 NE 57 STREET MIAMI FL 33137 46,800.00
246-01 901 803078096 CALO MARIA D 9403 BARRINGTON LANE PORT RICHEY FL 34668 66,800.00
246-01 901 803078351 GARFIELD JEFFERY S. 122 STORCH SAGINAW MI 48602 62,000.00
246-01 901 803078955 TENNILLE ROBERT M 4756 SEAHAWK COURT 12D WILMINGTON NC 28409 32,300.00
246-01 901 803079060 ROWLAND EVELYN J 25 MAPLEWOOD DRIVE SUMTER SC 29150 72,750.00
246-01 901 803079979 DAVIS MISTY ANN 420 REDLIN STREET NORTH FORT FL 33903 30,600.00
246-01 901 803080142 RACHAL GINA L 12013 WISCONSIN DETROIT MI 48204 24,500.00
246-01 901 803080324 BENNETT DEBBIE 229 FAULK AVENUE SELMA AL 36703 18,000.00
246-01 901 803080894 FERRELL TOM W 1239 TERRACE DRIVE SALEM VA 24153 138,603.00
246-01 901 803082288 CULLER KELVIN C 1751 YALE STREET SOUTH SAINT PETER FL 33712 33,000.00
246-01 901 803082932 WASHINGTON MARTIN SR 113 CLINTON STREET ELKTON MD 21921 35,000.00
246-01 901 803084573 YOUNG KEITH R 931 IVANHOE WAY SOUTH SAINT PETER FL 33705 45,750.00
246-01 901 803084607 SALMON ADRIANA 414 NW 5 TERRACE HALLANDALE FL 33009 65,600.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 34,400.00 0.00 03/17/2000 02/17/2030 359.57 03/17/2000 80.0 10.500 314.67
246-01 162,000.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 84.7 12.600 1,741.54
246-01 31,600.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 79.8 13.500 361.95
246-01 85,000.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 83.3 12.500 907.17
246-01 87,086.85 0.00 02/28/2000 01/28/2030 358.92 03/28/2000 84.6 10.900 823.48
246-01 92,650.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 85.0 11.800 938.77
246-01 36,000.00 0.00 03/14/2000 02/14/2010 119.47 03/14/2000 69.2 14.500 569.83
246-01 166,500.00 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 90.0 10.900 1,573.05
246-01 312,000.00 0.00 04/01/2000 03/01/2025 300.00 04/01/2000 65.9 10.200 2,879.25
246-01 45,000.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 44.1 12.500 480.27
246-01 25,075.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 85.0 12.250 304.99
246-01 84,400.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 80.0 13.000 933.63
246-01 88,400.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 65.0 12.990 977.19
246-01 37,000.00 0.00 03/17/2000 02/17/2020 239.57 03/17/2000 62.7 12.600 422.98
246-01 15,200.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 12.050 182.91
246-01 19,000.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 45.7 14.840 263.84
246-01 20,528.00 0.00 02/14/2000 01/14/2015 178.45 02/14/2000 80.0 11.650 241.77
246-01 26,000.00 0.00 03/14/2000 02/14/2020 239.47 03/14/2000 80.0 12.750 299.99
246-01 104,400.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 90.0 11.150 1,006.08
246-01 72,000.00 0.00 03/17/2000 02/17/2030 359.57 03/17/2000 80.0 13.000 796.46
246-01 28,150.00 0.00 03/24/2000 02/24/2020 239.80 03/24/2000 84.4 12.750 324.80
246-01 52,276.64 0.00 02/18/2000 01/18/2030 358.59 03/18/2000 74.9 11.600 523.41
246-01 108,500.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 74.8 11.200 1,049.70
246-01 119,920.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 80.0 13.250 1,350.03
246-01 108,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 69.6 11.400 1,061.28
246-01 144,400.00 0.00 02/19/2000 01/19/2015 178.62 02/19/2000 80.0 13.850 1,693.82
246-01 59,500.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 85.0 13.350 674.50
246-01 47,400.00 0.00 03/28/2000 02/28/2020 239.93 03/28/2000 83.8 10.900 486.04
246-01 39,375.00 0.00 02/28/2000 01/28/2015 178.92 02/28/2000 75.0 13.700 516.47
246-01 60,000.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 80.0 13.350 680.17
246-01 64,000.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 80.0 12.500 683.04
246-01 47,378.19 0.00 03/02/2000 02/02/2030 359.08 04/02/2000 65.0 14.390 576.90
246-01 33,400.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 56.9 9.400 346.76
246-01 80,000.00 0.00 03/03/2000 02/03/2030 359.11 03/03/2000 80.0 12.600 860.02
246-01 67,500.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 75.0 12.750 733.52
246-01 76,000.00 0.00 03/21/2000 02/21/2030 359.70 03/21/2000 80.0 11.000 723.77
246-01 82,000.00 0.00 03/01/2000 02/11/2030 359.00 03/11/2000 85.4 12.450 871.97
246-01 40,719.73 0.00 03/02/2000 02/12/2025 299.08 04/12/2000 79.0 9.650 360.73
246-01 47,600.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 85.0 13.350 539.60
246-01 91,000.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 65.0 12.990 1,005.93
246-01 42,000.00 0.00 03/14/2000 02/14/2030 359.47 03/11/2000 70.0 13.400 477.77
246-01 23,927.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 89.9 12.150 289.48
246-01 85,600.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 84.7 12.950 943.56
246-01 86,400.00 0.00 03/28/2000 02/28/2020 239.93 03/28/2000 78.5 9.990 833.21
246-01 38,350.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 65.0 10.500 423.92
246-01 23,200.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 80.0 12.700 266.87
246-01 27,200.00 0.00 03/28/2000 02/28/2015 179.93 03/28/2000 61.1 9.150 278.31
246-01 32,200.00 0.00 03/24/2000 02/24/2015 179.80 03/24/2000 35.7 9.500 270.75
246-01 48,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 12.500 512.28
246-01 129,200.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 85.0 12.850 1,414.08
246-01 43,296.97 0.00 03/19/2000 02/19/2020 239.64 05/19/2000 70.0 11.750 470.33
246-01 53,148.31 0.00 03/09/2000 02/09/2025 299.31 05/09/2000 70.9 9.900 480.07
246-01 28,000.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 80.0 11.600 328.88
246-01 80,100.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 90.0 11.900 817.76
246-01 29,750.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 85.0 13.000 329.09
246-01 26,400.00 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 80.0 12.350 278.69
246-01 123,300.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 90.0 11.400 1,211.63
246-01 19,500.00 0.00 03/28/2000 02/28/2030 359.93 03/28/2000 38.9 12.240 204.19
246-01 46,800.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 90.0 10.900 528.99
246-01 66,800.00 0.00 03/22/2000 02/22/2015 179.74 03/22/2000 80.0 12.750 725.91
246-01 62,000.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 80.0 13.000 685.84
246-01 32,300.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 85.0 11.150 311.27
246-01 72,750.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 75.0 12.250 762.34
246-01 30,600.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 90.0 11.150 294.88
246-01 24,500.00 0.00 03/23/2000 02/23/2015 179.77 03/23/2000 42.9 11.600 244.49
246-01 18,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 72.0 11.350 208.56
246-01 138,603.00 0.00 03/28/2000 02/28/2010 119.93 03/28/2000 80.5 8.250 1,700.00
246-01 33,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 56.8 12.850 361.18
246-01 35,000.00 0.00 03/25/2000 02/25/2015 179.84 03/25/2000 42.6 10.000 307.15
246-01 45,750.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 75.0 10.500 418.49
246-01 65,600.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 80.9 10.400 595.17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 4 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 901 803085554 LOCKHART KATHLEEN 30 HOSS ROAD INDIANAPOLI IN 46217 14,340.00
246-01 901 803086834 DAVIS LERONE J 725 EAST CHARLOTTE AVENUE SUMTER SC 29150 19,980.00
246-01 901 803087089 RUTH THEODORE R JR 708 NORTH 10TH STREET PALATKA FL 32177 49,600.00
246-01 901 803089598 THOMPSON JOE R 111 MAGNOLIA AVENUE COLLINS MS 39428 20,000.00
246-01 901 803090703 LAWTON ANDREA M 5950 52 PENNSYLVANIA DETROIT MI 48322 13,500.00
246-01 901 803090794 COSTNER RICKY 222 RILEY STREET BUFFALO NY 14208 28,700.00
246-01 901 803090851 HAIRSTON LAWRENCE 133 MASTEN STREET BUFFALO NY 14209 21,000.00
246-01 901 803091784 REID MAGGIE 1630 22ND AVENUE SOUTH SAINT PETER FL 33712 86,500.00
246-01 901 803096205 JACOBS TERRELL 5610 TERRA CEIA TAMPA FL 33619 40,875.00
246-01 901 803096346 MCKEVER MELVIN 1397 WEST 1ST STREET JACKSONVILL FL 32209 45,050.00
246-01 901 803096361 DREAN IRENA MYRA 23161 CUNNINGHAM AVE WARREN MI 48091 80,300.00
246-01 901 803098201 GARCIER MICHAEL 3813 WHISPERING PINES CIRC GREENWOOD FL 32447 74,250.00
246-01 901 803102128 DREAN IRENA M. 8452 ORCHARD AVE WARREN MI 48089 45,750.00
246-01 901 803103571 HERT JANET E 54 SHELLENBERGER BATTLECREEK MI 49017 49,500.00
246-01 901 803106111 MENSAH SAMUEL 3233 ELY AVENUE BRONX NY 10469 296,000.00
246-01 901 803106350 KUHN ROBERT JOSEPH 50 CARLENE LANE QUINCY FL 32351 65,700.00
246-01 901 803107408 JOHNSON RONALD G 521 GERMAN SCHOOL ROAD RICHMOND VA 23225 58,500.00
246-01 901 803107580 PILKINGTON PAMELA 238 SOUTH GREEN ROAD SOUTH EUCLI OH 44121 103,000.00
246-01 901 803109693 GOULD INEZ M 260 LINDEN BLVD #1E BROOKLYN NY 11226 74,400.00
246-01 901 803111194 BOWSER CHERYL L 729 PENN AVENUE NEW BRIGHTO PA 15066 42,290.00
246-01 901 803111889 JOHNSON DALE H 4501 50TH AVENUE NORTH ST PETERSBU FL 33714 40,000.00
246-01 901 803113034 HICKS REGINA TODD 3249 DOVER LANE LAFAYETTE IN 47909 18,353.00
246-01 901 803115567 PRAINITO MATTHEW J 21569 OLEAN BOULEVARD PORT CHARLO FL 33952 53,100.00
246-01 901 803115591 JOHNSON LOUIS F 929 NICELY AVENUE MONTOURSVIL PA 17754 102,400.00
246-01 901 803115617 MASSEY FRANK LEE 708 ASPEN DRIVE LITTLE ROCK AR 72211 54,000.00
246-01 901 803115765 LANGLEY BEVERLY 17730 NW 27 AVENUE MIAMI FL 33056 68,000.00
246-01 901 803116698 WELLS ARTHUR E. JR 501 JOSEPH ST BAY CITY MI 48706 32,500.00
246-01 901 803117613 ARISTIZABAL CLAUDIA 1313 RICA COURT VIRGINIA BE VA 23456 38,315.00
246-01 901 803118496 PAUL BARBARA A 420 SOUTH AVOCADO COURT EAGLE LAKE FL 33839 18,000.00
246-01 901 803119338 BRACEY JIMMY 292 SHADY GROVE ROAD CASSATT SC 29032 27,200.00
246-01 901 803119684 PHILLIPS WAYNE A 33115 MELSON RD DELMAR MD 21875 97,500.00
246-01 901 803120237 AUSTIN EARLIS E 710 MILTONDALE ROAD MACCLENNY FL 32063 59,122.00
246-01 901 803120260 WEIMER ANN M 170 TWIN CIRCLE TWIN FALLS ID 83301 30,000.00
246-01 901 803121128 PALEO PAULINE R. 1838 NORTH 51ST DRIVE PHOENIX AZ 85035 60,350.00
246-01 901 803121193 SUTTON DAN L 12116 REVERE AVE CLEVELAND OH 44105 68,800.00
246-01 901 803124478 HUGGINS RICHARD HENRY 516 CLEVELAND STREET DANVILLE VA 24541 48,750.00
246-01 901 803124601 NELSON MICHAEL J 20240 SW 123 PLACE MIAMI FL 33177 70,000.00
246-01 901 803126044 VERMILLION DOUGLAS F 1713 DOVER ZOAR RD NE BOLIVAR OH 44612 130,000.00
246-01 901 803126655 TRESALUS LESSORT L 107 17TH STREET EAST BRADENTON FL 34208 83,000.00
246-01 901 803127943 DEARDEN TODD RT 2 BOX 100 B DOZIER AL 36028 70,125.00
246-01 901 803129063 WILLIAMS LYNIEKA 19443 ROSEMONT DETROIT MI 48219 40,000.00
246-01 901 803132307 ROGERS DONNA J 14920 GENTILLY PLACE TAMPA FL 33624 71,000.00
246-01 901 803132471 RICHARDS LEONARD M 6620 SOUTH PUGET SOUND AVE TACOMA WA 98407 76,500.00
246-01 901 803135219 BEAR LINDA L 5950 EAST TENISON STREET INVERNESS FL 34452 46,750.00
246-01 901 803135573 DROST RAYMOND J 3508 TIMBERWOOD DRIVE MUNHALL PA 15120 116,000.00
246-01 901 803138239 MITCHELL ARACELY 1405 ST ANDREWS DRIVE BUSHKILL PA 18324 157,500.00
246-01 901 803139104 PUTNICK DONALD B RT 1 BOX 565 BERKELEY SP WV 25411 90,000.00
246-01 901 803140128 PAINE WILLIAM J JR 6200 NEWMEYER ROAD BROOKSVILLE FL 34601 41,000.00
246-01 901 803141258 KELLY SHEREE L 501 W MICHAEL CT COLUMBIA MO 65202 79,900.00
246-01 901 803141449 PIERCE DELBERT C 509 EAST MAIN STREET CARNEGIE PA 15106 70,200.00
246-01 901 803148501 THOUNSAVATH SIMOUANG 374 POTTERS AVE PROVIDENCE RI 02907 38,250.00
246-01 901 803154764 PARK SCOTT 2798 EMILY MELVINDALE MI 48122 48,750.00
246-01 901 803155431 HENTON PAMELA 446 W 115TH ST CHICAGO IL 60628 58,500.00
246-01 901 803161496 FICARRA ROBERT 23 MAIN STREET WILBRAHAM MA 01905 70,000.00
246-01 901 803164235 TAYLOR DOROTHY MAE RT 1 BOX 54 A WEDGEFIELD SC 29168 40,000.00
246-01 901 803164664 WRAY BERNICE T 8 N SPRUCE AVENUE HIGHLAND SP VA 23075 77,000.00
246-01 901 803168582 WILLIAMS ROY 703 NORTH 73RD STREET EAST SAINT IL 62203 30,400.00
246-01 901 803171537 PAULUS ROSE G 3919 ELDRIDGE AVENUE ORANGE PARK FL 32073 52,800.00
246-01 901 803175355 KLINE OWEN 1853 WEST LAKE PARK DRIVE WEST VALLEY UT 84119 224,100.00
246-01 901 803176189 ESTABROOK BARBARA S 665 FORMOSA AVENUE BARTOW FL 33830 22,500.00
246-01 901 803183003 SCHMUTZ JOHN 581 DAVIDS DRIVE SHEPHERDSVI KY 40165 31,450.00
246-01 905 8000535339 MURPHY PATTI S 272 E MCBRIDE ATTICA IN 47923 77,300.00
246-01 905 8000571383 JOSEPH LUCITA 97-13 134TH ST RICHMOND HI NY 11419 65,000.00
246-01 905 8000578479 PIGNATARO KAREN C. 231 GATEWOOD LANE BARTLETT IL 60103 50,000.00
-------------------------------------- -------------------
276 Sale Total 17,088,829.00
246-02 915 802090852 STALEY TONDRA 213 PODIUM ROAD CORDOVA SC 29039 64,600.00
246-02 915 802142331 GUYNUP TAMMY 80 EAST STREET STILLWATER NY 12118 14,000.00
246-02 915 802183228 MORGAN CARLA 29 BOURBON CT BALTIMORE MD 21234 13,800.00
246-02 915 802241596 FLORES JOSE A 105 107 UNION STREET ATTLEBORO MA 02703 25,000.00
246-02 915 802255018 LIFRIERI LUIGI 1037 58TH STREET BROOKLYN NY 11219 20,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-01 14,340.00 0.00 03/24/2000 02/24/2015 179.80 03/24/2000 84.9 13.600 187.13
246-01 19,980.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 90.0 10.750 186.51
246-01 49,600.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 80.0 8.750 390.20
246-01 20,000.00 0.00 03/25/2000 02/25/2015 179.84 03/25/2000 80.0 12.500 246.50
246-01 13,500.00 0.00 03/17/2000 02/17/2015 179.57 03/17/2000 75.0 12.600 167.27
246-01 28,700.00 0.00 03/17/2000 02/17/2015 179.57 03/17/2000 70.0 12.450 352.80
246-01 21,000.00 0.00 03/28/2000 02/28/2030 359.93 03/28/2000 67.7 12.450 223.31
246-01 86,500.00 0.00 03/28/2000 02/28/2030 359.93 03/28/2000 78.6 12.500 923.18
246-01 40,875.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 75.0 13.000 452.16
246-01 45,050.00 0.00 03/18/2000 02/18/2030 359.61 03/18/2000 85.0 12.850 493.07
246-01 80,300.00 0.00 03/23/2000 02/23/2015 179.77 03/23/2000 84.9 11.100 770.79
246-01 74,250.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 75.0 12.750 806.87
246-01 45,750.00 0.00 03/17/2000 02/17/2015 179.57 03/17/2000 75.0 10.600 421.92
246-01 49,500.00 0.00 03/28/2000 02/28/2015 179.93 03/28/2000 90.0 10.900 467.66
246-01 296,000.00 0.00 03/25/2000 02/25/2015 179.84 03/25/2000 80.0 10.650 2,740.88
246-01 65,634.63 0.00 03/07/2000 02/07/2030 359.24 05/07/2000 90.0 10.825 617.00
246-01 58,500.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 90.0 10.900 552.69
246-01 103,000.00 0.00 03/25/2000 02/25/2015 179.84 03/25/2000 85.8 8.450 788.33
246-01 74,400.00 0.00 03/08/2000 02/08/2015 179.28 03/08/2000 80.0 12.150 773.89
246-01 42,290.00 0.00 03/24/2000 02/24/2015 179.80 03/24/2000 84.5 9.650 445.44
246-01 40,000.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 80.0 11.600 399.17
246-01 18,353.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 89.9 12.150 222.04
246-01 53,100.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 90.0 12.250 556.44
246-01 102,400.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 80.0 13.500 1,172.90
246-01 54,000.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 60.6 10.600 498.00
246-01 68,000.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 80.0 11.750 686.40
246-01 32,500.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 60.1 11.850 330.55
246-01 38,283.61 0.00 03/15/2000 02/15/2030 359.51 05/15/2000 75.0 12.350 404.47
246-01 18,000.00 0.00 03/23/2000 02/23/2015 179.77 03/23/2000 30.0 11.600 211.42
246-01 27,200.00 0.00 03/28/2000 02/28/2030 359.93 03/28/2000 80.0 13.500 311.55
246-01 97,500.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 75.0 8.650 968.71
246-01 59,122.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 80.9 12.500 630.98
246-01 30,000.00 0.00 04/01/2000 03/01/2010 120.00 04/01/2000 57.6 10.750 409.02
246-01 60,350.00 0.00 04/01/2000 03/01/2020 240.00 04/01/2000 85.0 9.500 562.54
246-01 68,800.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 80.0 13.500 788.04
246-01 48,750.00 0.00 03/24/2000 02/24/2015 179.80 03/24/2000 57.0 10.850 458.74
246-01 70,000.00 0.00 03/12/2000 02/12/2030 359.41 03/12/2000 70.0 12.375 740.30
246-01 130,000.00 0.00 03/23/2000 02/23/2015 179.77 03/23/2000 83.3 11.750 1,312.23
246-01 83,000.00 0.00 03/22/2000 02/22/2015 179.74 03/22/2000 78.3 7.925 789.60
246-01 70,125.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 85.0 11.750 707.85
246-01 39,959.06 0.00 03/16/2000 02/16/2030 359.54 05/16/2000 80.0 10.625 369.64
246-01 71,000.00 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 73.9 9.525 598.30
246-01 76,500.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 85.0 13.350 867.22
246-01 46,750.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 85.0 12.350 493.51
246-01 116,000.00 0.00 03/25/2000 02/25/2030 359.84 03/25/2000 80.0 13.500 1,328.68
246-01 157,500.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 90.0 11.400 1,547.70
246-01 90,000.00 0.00 03/24/2000 02/24/2015 179.80 03/24/2000 89.1 10.900 850.30
246-01 41,000.00 0.00 03/23/2000 02/23/2020 239.77 03/23/2000 57.7 8.375 352.57
246-01 79,834.56 0.00 03/22/2000 02/22/2030 359.74 05/22/2000 85.0 12.350 843.45
246-01 70,200.00 0.00 03/22/2000 02/22/2020 239.74 03/22/2000 90.0 11.250 736.58
246-01 38,250.00 0.00 03/17/2000 02/17/2030 359.57 03/17/2000 85.0 12.200 399.34
246-01 48,750.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 65.0 13.750 567.99
246-01 58,500.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 63.5 13.750 681.59
246-01 70,000.00 0.00 03/18/2000 02/18/2015 179.61 03/18/2000 70.0 13.100 779.81
246-01 40,000.00 0.00 03/24/2000 02/24/2030 359.80 03/24/2000 70.1 11.000 380.93
246-01 77,000.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 52.0 8.750 605.76
246-01 30,400.00 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 69.8 10.650 281.50
246-01 52,800.00 0.00 03/22/2000 02/22/2015 179.74 03/22/2000 55.5 11.100 506.82
246-01 224,100.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 90.0 12.350 2,365.67
246-01 22,500.00 0.00 03/28/2000 02/28/2010 119.93 03/28/2000 46.8 9.050 285.63
246-01 31,450.00 0.00 03/25/2000 02/25/2025 299.84 03/25/2000 85.0 13.250 360.64
246-01 77,214.06 0.00 03/14/2000 02/14/2030 359.47 05/14/2000 85.8 10.050 681.22
246-01 65,000.00 0.00 03/22/2000 02/22/2015 179.74 03/22/2000 21.6 9.300 670.92
246-01 50,000.00 0.00 03/25/2000 02/25/2030 359.84 03/25/2000 25.9 9.500 420.43
--------------------------- ------ ---------------------------
17,075,838.37 0.00 260.99 77.5 1.749 178,810.11
246-02 64,527.17 0.00 08/02/1999 07/02/2029 352.01 03/02/2000 79.4 9.750 555.01
246-02 13,734.00 0.00 09/25/1999 08/25/2009 113.79 02/25/2000 89.9 12.750 206.98
246-02 13,602.45 0.00 09/25/1999 08/25/2014 173.79 03/25/2000 89.7 12.300 168.30
246-02 24,807.58 0.00 09/03/1999 08/03/2014 173.06 03/03/2000 87.3 12.000 300.05
246-02 19,816.83 0.00 09/16/1999 08/16/2014 173.49 02/16/2000 78.3 11.750 236.83
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 5 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802334383 RODRIGUEZ EVERARDO 831 N ALMA AVENUE LOS ANGELES CA 90063 25,000.00
246-02 915 802350298 DULONG ROBERT P 165 MARSTON STREET TEWKSBURY MA 01876 38,000.00
246-02 915 802366054 JENKINS CRYSTAL L 24812 BLACK BRANCH RD STONY CREEK VA 23882 56,600.00
246-02 915 802369645 WOODWARD JARED C 37 EVERETT PLACE PLAINFIELD NJ 07060 92,000.00
246-02 915 802407031 HOPKINS JAMES E LOT 8 SANDY RIDGE LAUREL DE 19956 76,950.00
246-02 915 802410472 JOBE JOHN PAUL 4532 1ST AVENUE SOUTH MINNEAPOLIS MN 55409 46,500.00
246-02 915 802432567 CALLAHAN JONATHAN W 3121 SOUTH TAMARAC DRIVE U DENVER CO 80231 22,500.00
246-02 915 802433714 PIERCE MICHAEL C 240 BIRCHWOOD LANE LITITZ PA 17543 11,850.00
246-02 915 802435024 BOYCE ROBIN 300 EASTERN STREET UNIT 2E NEW HAVEN CT 06511 32,450.00
246-02 915 802466334 MASSEY BARBARA A 1418 KINGSWAY RD BALTIMORE MD 21218 10,000.00
246-02 915 802478685 POKROVSKAYA VALENTINA 10 PRECEDENT PLACE MANALAPAN NJ 07726 75,000.00
246-02 915 802481135 MENDEZ RICHARD L RD 1 SHEW HOLOW ROAD GILBOA NY 12059 40,000.00
246-02 915 802486001 HALLER TIMOTHY A 1001 FRONT STREET DELTA PA 17314 22,760.00
246-02 915 802494674 NELSON TYLER C 352 ENDSLEIGH AVE BALTIMORE MD 21220 23,000.00
246-02 915 802499962 BLOCK DAVID A 6158 GROOVER ROAD BLACKSHEAR GA 31516 34,000.00
246-02 915 802505610 WILLIAMS SHANNON B 201 MYERS STREET FORT MILL SC 29715 34,292.00
246-02 915 802517862 HILL LILLIAN A 6241 SANDPIPER DRIVE VALDOSTA GA 31601 59,500.00
246-02 915 802518951 ROTTNER ALEXANDER 32 39 32ND STREET ASTORIA NY 11103 37,950.00
246-02 915 802522953 CHAMBERS LINDA K 11003 PANTHER MOUNTAIN ROA MAUMELLE AR 72113 26,400.00
246-02 915 802531525 KNOWLTON GENE M 2441 COUNTY RT 35 NORWOOD NY 13668 48,000.00
246-02 915 802536441 LEE DELORIS 441 SOCIETY HILL ROAD DARLINGTON SC 29532 70,400.00
246-02 915 802538447 OXENDINE SANDRA S. 85 GRANTHAM LOOP ROAD ROWLAND NC 28383 15,400.00
246-02 915 802545079 MULHALL CHRISTOPHE C 14027 HERMOSILLO WAY POWAY CA 92604 34,700.00
246-02 915 802545582 ELLER CHARLES WILLIAM 301 WEST MARKET ST ABERDEEN MD 21001 72,000.00
246-02 915 802546572 HICKEY MICHAEL G 29 WEST DEVONIA AVENUE MOUNT VERNO NY 10552 164,000.00
246-02 915 802549188 ADAMS ROBERT A 31 SUNSET DRIVE TROY NY 12182 81,000.00
246-02 915 802549857 MATTIS LORRIS R 127 EAST 46TH STREET BROOKLYN NY 11203 21,000.00
246-02 915 802552380 GONOPOLSKY LEV 211 MANAHAN COURT UNIT D EAST BRUNSW NJ 08816 37,800.00
246-02 915 802562835 TREMBLAY STEPHEN L 17031 N 60TH WAY SCOTTSDALE AZ 85254 27,000.00
246-02 915 802569202 BRUNK RON 126 W SPRUCEE LIBERAL KS 67901 72,303.00
246-02 915 802571190 SAGE ROBERT 2 HIGHLAND DRIVE LIVINGSTON NJ 07039 40,000.00
246-02 915 802574079 BAKER NEBRASKA 1271 N OLD FRANKLIN ROAD NASHVILLE NC 27856 71,450.00
246-02 915 802575175 MCBRIDE BRIAN 11 PALMIERI LANE STATEN ISLA NY 10309 42,000.00
246-02 915 802580878 WRIGHT DONALD E LOT 22 OAK KNOLL ROAD OAKMAN GA 30732 55,250.00
246-02 915 802583559 YAEGLE JAMES L 555 TANTRA DRIVE BOULDER CO 80303 80,000.00
246-02 915 802583971 CRABB CATHLEEN A 132 ST. JAMES PLACE BROOKLYN NY 11238 55,000.00
246-02 915 802584607 GOODLIFFE SUSAN K 33 ALDER LANE BASKING RID NJ 07920 157,000.00
246-02 915 802586453 OVERTURF GEORGE E 2066 HEARTLAND CR BRENTWOOD CA 94513 49,000.00
246-02 915 802590018 KHASIDASHVIL LEVAN 2738 OCEAN AVENUE BROOKLYN NY 11229 51,600.00
246-02 915 802591388 HITT MARGARET 70 NW 14TH STREET HOMESTEAD FL 33030 30,200.00
246-02 915 802594754 GIAMBRONE MARIE 14 BRONXVILLE GLEN DRIVE BRONXVILLE NY 10708 81,479.00
246-02 915 802596478 COPELAND HORACE D 28 JAMES STREET OSSINING NY 16562 49,300.00
246-02 915 802597468 BASSHAM JOHN E 106 EMERALD COVE DRIVE BYRON GA 31008 80,704.00
246-02 915 802604710 ZAPATA BARBARA 9213 HORIZON DRIVE SPRING HILL FL 34608 23,225.00
246-02 915 802605097 MCDONALD LEONARD 1278 CANBERRA LINDON UT 84042 41,250.00
246-02 915 802606723 PEDI ANTHONY T 38 35 222ND STREET BAYSIDE NY 11361 68,000.00
246-02 915 802608000 HOLSAPPLE ROBERT A 421 LESLIE LANE TOWNSHIP OF PA 19382 26,223.00
246-02 915 802616193 LUEDERS GREGORY S 14 LAUREL STREET GREENFIELD MA 01301 24,569.00
246-02 915 802620203 BOWLSBY BRUCE A 224 NORTHWEST 24TH AVENUE CAPE CORAL FL 33993 17,200.00
246-02 915 802620930 BENGIO MORDECHAI 43 CHICANOS DRIVE LAKEWOOD NJ 08701 35,000.00
246-02 915 802621987 ANGELERI NICK J 26720 EAST EASTLAND DRIVE NEWMAN LAKE WA 99025 12,850.00
246-02 915 802622126 DEROSA GEORGE 6 ANDOVER DRIVE NORTH CALDW NJ 07006 105,000.00
246-02 915 802627968 GARCIA DOMINGO 91 MORA STREET DORCHESTER MA 02124 36,750.00
246-02 915 802634865 HENDRIX JEANETTE 5515 WOHLSTETTER STREET RIVERSIDE CA 92503 60,289.00
246-02 915 802637900 DEREMO THOMAS C 20913 PARKSIDE LAKE FOREST CA 90630 104,500.00
246-02 915 802640888 CRISCUOLO ANNAMARIE 6 CATALINA DRIVE ANSONIA CT 06401 16,000.00
246-02 915 802642363 VACON DONALD 16 HAMPDEN COURT MONSON MA 01057 16,737.00
246-02 915 802642371 MORALES ELENA 4147 STORER AVENUE CLEVELAND OH 44109 15,579.00
246-02 915 802643924 ALVARADO MANUEL 2832 STOCKTON COURT RIVERSIDE CA 92503 17,904.00
246-02 915 802650176 DOUCETT RUSSELL L 53 BUCK ROAD LANSING NY 14882 46,105.00
246-02 915 802650572 MCAFEE JEFFREY E 15 COTTRELL LANE DECAUTURVIL TN 38329 42,148.00
246-02 915 802653659 CRANE JUDITH A 58 EAGLE RUN IRVINE CA 92614 39,250.00
246-02 915 802654566 HAMON GALE D 4480 WILDHORSE HOLLOW ROAD CHICO CA 95973 70,000.00
246-02 915 802654996 GAITAN EDUARDO 187 WOODSIDE AVENUE PATCHOGUE NY 11772 30,000.00
246-02 915 802656116 OLSON KATHY 11224 ACADEMY RIDGE ROAD ALBUQUERQUE NM 87111 55,175.00
246-02 915 802658021 WASHINGTON CASSANDRA M. 5447 RITTER ROAD WALTERBORO SC 29488 26,011.00
246-02 915 802658047 DAWSON MICHELE DENISE 2903 WEST STREET OAKLAND CA 94612 50,462.00
246-02 915 802660100 BRASTROM PAUL J 27 TWIN LAKE COURT FREDERICKSB VA 22405 89,800.00
246-02 915 802662650 BAUM GARY M 279 BEARVIEW DRIVE LEOLA PA 17540 20,485.00
246-02 915 802664151 REPP ALLEN W 766 DONAU AVENUE PALM BAY FL 32907 14,200.00
246-02 915 802668285 VONGPHACHANH SOMVILAY 45 ROBINSON STREET SHOREHAM NY 11786 33,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 24,979.19 0.00 11/04/1999 10/04/2014 175.10 03/04/2000 84.5 12.450 265.84
246-02 37,625.96 0.00 10/01/1999 09/01/2014 174.00 03/01/2000 80.2 11.650 447.54
246-02 56,600.00 0.00 02/19/2000 01/19/2030 358.62 02/19/2000 80.8 13.350 641.63
246-02 92,000.00 0.00 10/03/1999 09/03/2014 174.08 03/03/2000 80.0 11.050 879.61
246-02 76,667.57 0.00 06/01/1999 05/01/2014 170.00 03/01/2000 89.4 11.300 750.31
246-02 46,418.92 0.00 11/01/1999 10/01/2014 175.00 03/01/2000 77.0 10.250 416.69
246-02 22,492.04 0.00 11/05/1999 10/05/2014 175.13 02/05/2000 74.8 11.050 215.12
246-02 11,758.21 0.00 11/20/1999 10/20/2014 175.63 03/20/2000 89.5 11.400 137.68
246-02 32,442.98 0.00 10/20/1999 09/20/2029 354.64 02/20/2000 55.0 13.250 365.31
246-02 9,856.11 0.00 11/01/1999 10/01/2009 115.00 03/01/2000 89.9 12.800 148.13
246-02 74,974.84 0.00 12/19/1999 11/19/2014 176.61 02/19/2000 72.6 11.280 730.16
246-02 39,876.67 0.00 01/13/2000 12/13/2019 237.40 02/13/2000 80.0 14.300 506.15
246-02 22,640.17 0.00 12/24/1999 11/24/2014 176.78 03/24/2000 89.8 10.950 257.98
246-02 22,983.23 0.00 12/23/1999 11/23/2014 176.75 02/23/2000 81.9 13.400 261.64
246-02 33,858.81 0.00 12/08/1999 11/08/2019 236.25 03/08/2000 66.6 12.100 376.74
246-02 34,292.05 0.00 12/01/1999 11/01/2019 236.00 03/01/2000 80.0 14.200 431.42
246-02 59,203.30 0.00 11/14/1999 10/14/2019 235.43 03/14/2000 85.0 11.650 640.69
246-02 35,489.09 0.00 12/16/1999 11/16/2019 236.52 05/16/2000 81.8 11.150 395.60
246-02 26,256.31 0.00 02/20/2000 01/20/2025 298.65 03/20/2000 80.0 13.250 302.73
246-02 47,513.69 0.00 11/08/1999 10/08/2014 175.23 03/08/2000 68.5 11.400 557.68
246-02 70,400.00 0.00 02/06/2000 01/06/2020 238.19 03/06/2000 80.0 10.800 717.10
246-02 15,400.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 70.0 11.350 178.44
246-02 34,700.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 85.1 12.000 356.93
246-02 71,947.06 0.00 02/14/2000 01/14/2030 358.45 03/14/2000 72.0 12.850 788.03
246-02 163,360.42 0.00 12/19/1999 11/19/2014 176.61 03/19/2000 69.8 11.950 1,680.61
246-02 80,014.63 0.00 01/06/2000 12/06/2014 177.17 04/06/2000 90.0 12.990 895.39
246-02 20,895.16 0.00 12/16/1999 11/16/2019 236.52 03/16/2000 79.0 11.375 222.15
246-02 37,562.07 0.00 12/16/1999 11/16/2014 176.52 04/16/2000 80.9 12.500 403.42
246-02 26,766.10 0.00 01/01/2000 12/01/2019 237.00 04/01/2000 84.6 11.250 283.30
246-02 72,303.00 0.00 02/01/2000 01/01/2030 358.00 03/01/2000 85.6 12.500 771.66
246-02 40,000.00 0.00 01/22/2000 12/22/2014 177.70 02/22/2000 56.8 12.750 434.68
246-02 71,328.27 0.00 02/05/2000 01/05/2030 358.16 03/05/2000 76.8 11.350 699.40
246-02 41,911.33 0.00 01/28/2000 12/28/2019 237.90 03/28/2000 63.4 9.250 384.66
246-02 55,237.65 0.00 01/01/2000 12/01/2029 357.00 03/01/2000 85.0 13.100 615.50
246-02 79,973.98 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 75.4 9.625 679.99
246-02 54,954.35 0.00 01/28/2000 12/28/2019 237.90 02/28/2000 63.1 10.250 539.90
246-02 155,772.12 0.00 12/02/1999 11/02/2019 236.05 04/02/2000 46.2 11.300 1,652.71
246-02 49,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 82.7 11.500 485.24
246-02 51,307.85 0.00 01/01/2000 12/01/2014 177.00 04/01/2000 70.9 13.500 669.93
246-02 30,189.64 0.00 02/04/2000 01/04/2020 238.13 03/04/2000 84.8 12.850 350.59
246-02 80,992.12 0.00 01/03/2000 12/03/2019 237.07 04/03/2000 70.0 12.950 951.69
246-02 48,937.33 0.00 11/14/1999 10/14/2019 235.43 03/14/2000 87.1 12.300 553.18
246-02 80,688.70 0.00 01/22/2000 12/22/2029 357.70 03/22/2000 85.0 12.000 830.13
246-02 23,090.03 0.00 01/28/2000 12/28/2014 177.90 03/28/2000 84.7 10.400 255.29
246-02 41,046.55 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 70.3 13.350 493.60
246-02 67,064.24 0.00 11/27/1999 10/27/2014 175.86 03/27/2000 75.0 11.750 686.40
246-02 26,083.99 0.00 12/09/1999 11/09/2019 236.28 03/09/2000 81.1 13.100 309.10
246-02 24,503.69 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 72.7 10.750 249.43
246-02 17,020.25 0.00 12/05/1999 11/05/2009 116.15 03/05/2000 84.7 11.500 241.83
246-02 34,990.53 0.00 12/01/1999 11/01/2014 176.00 03/01/2000 67.1 12.250 366.76
246-02 12,767.95 0.00 11/22/1999 10/22/2019 235.69 03/22/2000 90.0 12.500 146.00
246-02 104,253.90 0.00 12/23/1999 11/23/2014 176.75 03/23/2000 84.1 10.400 1,154.17
246-02 36,432.85 0.00 12/24/1999 11/24/2014 176.78 03/24/2000 84.8 13.500 477.14
246-02 60,289.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.9 10.400 546.98
246-02 104,315.87 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 89.9 12.250 1,095.05
246-02 15,826.22 0.00 12/19/1999 11/19/2014 176.61 03/19/2000 85.5 11.500 186.91
246-02 16,452.41 0.00 11/23/1999 10/23/2009 115.73 03/23/2000 89.9 12.500 244.99
246-02 15,470.87 0.00 12/02/1999 11/02/2019 236.05 04/02/2000 90.0 12.000 171.54
246-02 17,904.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 80.7 13.200 228.89
246-02 46,105.00 0.00 01/24/2000 12/24/2014 177.76 03/24/2000 79.6 13.450 526.28
246-02 42,118.90 0.00 02/04/2000 01/04/2025 298.13 03/04/2000 85.0 11.750 436.15
246-02 38,983.24 0.00 01/01/2000 12/01/2019 237.00 04/01/2000 77.5 10.900 402.47
246-02 69,890.83 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.7 11.150 674.57
246-02 29,942.65 0.00 12/19/1999 11/19/2014 176.61 03/19/2000 81.6 12.150 312.05
246-02 54,855.00 0.00 12/09/1999 11/09/2019 236.28 03/09/2000 85.2 12.990 646.03
246-02 25,932.23 0.00 01/24/2000 12/24/2014 177.76 03/24/2000 89.7 11.900 310.50
246-02 50,462.00 0.00 01/07/2000 12/07/2019 237.21 03/07/2000 80.0 14.300 638.53
246-02 89,785.43 0.00 12/05/1999 11/05/2014 176.15 03/05/2000 84.9 14.500 1,099.65
246-02 20,394.03 0.00 01/21/2000 12/21/2014 177.67 03/21/2000 84.7 10.250 223.28
246-02 14,179.73 0.00 02/07/2000 01/07/2015 178.22 03/07/2000 79.0 14.000 189.11
246-02 32,608.24 0.00 12/01/1999 11/01/2014 176.00 03/01/2000 84.8 13.000 365.05
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 6 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802668491 WALKER VICTORIA M 1126 ELMWOOD AVENUE FORT WAYNE IN 46805 55,200.00
246-02 915 802669242 WILLIAMS WAYNE H 1907 SOUTHEAST 2ND AVENUE ALBANY OR 97321 15,000.00
246-02 915 802670117 STONE PATRICIA 10209 QUEEN ELIZABETH WAY UPPER MARLB MD 20772 56,250.00
246-02 915 802670190 MICHMERHUIZE DAVID 38684 COUNTRY TERRACE FREMONT CA 94536 39,200.00
246-02 915 802673830 QUINN JEAN 8-10 HANNA STREET QUINCY MA 02169 31,827.00
246-02 915 802675207 LUNSFORD HEATHER S 1810 CORAL GARDENS DRIVE HOLLYWOOD FL 33306 52,800.00
246-02 915 802677534 HOROWITZ BONNIE 1832 EAST 12TH STREET BROOKLYN NY 11229 218,000.00
246-02 915 802678052 BARNES ANAND 40601 HURLEY LN PAEONIAN SP VA 20129 46,000.00
246-02 915 802682898 MICHAEL JOHN M 136 MOUNT GROVE ROAD CALIFON NJ 07830 86,400.00
246-02 915 802683235 MESLER DAVID 415 BOUNY STREET NEW ORLEANS LA 70114 25,000.00
246-02 915 802684332 WEISSMAN LARRY 1011 LAVAL DR ST LOUIS MO 63132 24,600.00
246-02 915 802685586 BURCH MICHAEL D 300 BRYN MAWR BOULEVARD MARY ESTHER FL 32569 41,700.00
246-02 915 802689646 BASS FRANK 3 HALE HOLLOW ROAD CROTON ON H NY 10520 30,000.00
246-02 915 802690065 RICHARDSON ROBERT A 2234 STATE ROUTE 22 CAMBRIDGE NY 12816 61,500.00
246-02 915 802691709 NAHAS EDWARD 930 E DRYDEN ST GLENDALE CA 91207 137,000.00
246-02 915 802693705 MILLER DAVID 24653 BOLAM WARREN MI 48089 13,000.00
246-02 915 802693994 GOLLER CHARLES 16111 MARY ANN CYPRESS TX 77429 113,714.00
246-02 915 802695494 TURNER MICHAEL S 1312 RAMONA STREET RAMONA CA 92065 40,000.00
246-02 915 802696716 ELGES FLORENCE 95 BROOKLINE AVENUE LONG BEACH NY 11561 180,000.00
246-02 915 802696930 CARNES JEFFERY C 34 RACK ROAD PICAYUNE MS 39466 64,000.00
246-02 915 802697581 RADIN DR DAVID M 2539 BEDFORD STREET STAMFORD CT 06905 66,000.00
246-02 915 802698407 BITTON GREGORY K 3776 WEST MOON LAKE STREET MERIDIAN ID 83642 83,404.00
246-02 915 802698654 OREECHIO RON 19 LIGHTHOUSE COURT TOMKINS COV NY 10986 70,000.00
246-02 915 802698779 HUFFER BETTIE MAE 374 BEARTRAP FARM ROAD MT SOLON VA 22843 72,250.00
246-02 915 802700583 SPAULDING JOHN F 5 NORTHEAST DRIVE BELLINGHAM MA 02019 74,500.00
246-02 915 802701235 WATKIN JEFF 12 DAVENPORT DRIVE WEST WINDSO NJ 08550 69,000.00
246-02 915 802703033 WEST LINDA DOOE ROAD DUBLIN NH 03444 108,800.00
246-02 915 802704478 LOMELI JULIAN 7742 REAGAN ROAD RIVERSIDE CA 92509 11,553.00
246-02 915 802705798 HONEA MICHELLE 2128 E BOSTON STREET CHANDLER AZ 85225 29,741.00
246-02 915 802706093 CRESCENZO JO DEBORAH L 12 PROSPECT STREET CLARK MILLS NY 13321 47,175.00
246-02 915 802709055 MYERS NEIL S 8012 FOXWOOD DRIVE RALEIGH NC 27615 30,000.00
246-02 915 802709683 GREENSWORD BARRINGTON 17502 SCUDDER COURT CARSON CA 90746 18,329.00
246-02 915 802710053 VON NAGEL ROBERT 20008 RADLETT AVENUE CARSON CA 90746 51,000.00
246-02 915 802712729 BARNES DEBORAH L 8104 LANGLEY DRIVE GLEN ALLEN VA 23060 40,012.00
246-02 915 802714758 RANKIN TERRENCE P 3919 CENTRAL AVENUE INDIANAPOLI IN 46205 44,500.00
246-02 915 802714915 WHETSTONE GLADYS 1155 SHADOW LANE ROAD WAGENER SC 29164 20,025.00
246-02 915 802715383 REGA JEFF R 2745 NICHOLS CANYON LOS ANGELES CA 90046 97,500.00
246-02 915 802715441 SOLOMON ALICE J 102 MARINA BAY COURT HIGHLANDS NJ 07732 44,000.00
246-02 915 802715508 MARGIASSO LOUIS J 79 PINEHURST AVENUE ALBANY NY 12203 47,837.00
246-02 915 802715953 WHISNER WENDELL L 608 SOUTH SPRING GARDEN ST CARLISLE PA 17013 72,450.00
246-02 915 802716209 CAROLLO CARY 240 SCHOENFELD BOULEVARD PATCHOGUE NY 11772 51,100.00
246-02 915 802716274 EAST STEVE 1611 HIGH STREET FORT WAYNE IN 46808 16,500.00
246-02 915 802716530 LYNN SABRINA 3021 BRIAR STREET ZEPHYRHILLS FL 33543 62,645.00
246-02 915 802716894 STURDIVANT LEON L 1832 CHAMBERS ROAD BEAVER DAMS NY 14812 71,100.00
246-02 915 802718148 HATTER ROSIE 1202 WEST 129TH STREET COMPTON CA 90222 17,600.00
246-02 915 802718353 KELAJERI MOJTABA ROHANI 23145 CASS AVENUE WOODLAND HI CA 91364 75,000.00
246-02 915 802719393 BANDI BRET R 6721 SHAG BARK COURT FORT WAYNE IN 46835 51,000.00
246-02 915 802721621 SANTOS ARMANDO V 1920-4 CONSTITUTUION BOULE SALINAS CA 93905 28,700.00
246-02 915 802723171 KURINSKY ANDREW C 36625 TIMBERLANE DR SOLON OH 44139 41,200.00
246-02 915 802724401 MIDDLETON PAULA K 14837 WALLINGFORD AVENUE N SHORELINE WA 98193 70,115.00
246-02 915 802724542 TEAR DALE R 47474 VALLEY FORGE MACOMB MI 48044 17,700.00
246-02 915 802725408 AZNAVOUR SARKIS 23809 VALLEY OAK COURT NEWHALL CA 91321 44,000.00
246-02 915 802725846 ROCHA MARIA A 104 WICCOPEE ROAD PUTNAM VALL NY 10579 78,750.00
246-02 915 802726851 ROBINSON WILLIAM C SR 194 HITCHING POST DR RISING SUN MD 21911 27,600.00
246-02 915 802727933 ALEXANDER PATRICIA 8123 BELLA VISTA COURT CHARLOTTE NC 28216 33,200.00
246-02 915 802728105 WOLFE LARRY LEE SR 120 NORTH MULBERRY ST HAGERSTOWN MD 21740 25,000.00
246-02 915 802728774 BARAY VICTOR 1451 SOUTH CLAY LIBERAL KS 67901 67,575.00
246-02 915 802728931 HOUSLEY HOWARD 1910 GARRARD STREET COVINGTON KY 41014 15,472.00
246-02 915 802731430 HARDING ELIZABETH P 420 JOHNSON TRAIL CRAIG CO 81625 115,770.00
246-02 915 802732420 TYLER ROBERT P 4928 QUITMAN STREET DENVER CO 80212 29,185.00
246-02 915 802733923 KILPATRICK BALLAREE 5320 NW 11 STREET PLANTATION FL 33313 26,950.00
246-02 915 802735464 IRWIN THOMAS J 538 TONELLI TRAIL LOCKPORT IL 60441 25,000.00
246-02 915 802737411 PULIZZI DORIS JEAN 3840 SHEARWATER DRIVE RENO NV 89506 17,500.00
246-02 915 802737437 HUGHES RONALD E 431 RAVENNA STREET VENICE FL 34285 40,000.00
246-02 915 802739334 PASTORE THOMAS R 2915 ELLESMERE AVENUE COSTA MESA CA 92626 111,000.00
246-02 915 802740662 COOPER LUTHER KENNEDY 5010 LOCHMERE ROAD WILSON NC 27893 64,000.00
246-02 915 802741934 PIEPER JILL M 13294 RARITAN COURT WESTMINSTER CO 80234 25,000.00
246-02 915 802742197 JOHNSON JEAN MARIE 318 EAST OLIVE STREET LONG BEACH NY 11561 60,000.00
246-02 915 802744144 KATSIOURAS ALEXANDROS 32 12 35TH STREET ASTORIA NY 11106 40,000.00
246-02 915 802744615 WAGENKNECHT MARK R 166 REDMAN MILAN MI 48160 46,000.00
246-02 915 802746776 THACKER BLANCHE 2530 NORTH MARSTON STREET PHILADELPHI PA 19132 22,400.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 55,191.00 0.00 12/01/1999 11/01/2029 356.00 03/01/2000 80.0 14.000 654.05
246-02 14,908.21 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 90.0 11.150 171.90
246-02 56,250.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 75.0 12.250 589.44
246-02 38,966.71 0.00 12/03/1999 11/03/2019 236.09 04/03/2000 81.1 10.450 390.05
246-02 31,696.29 0.00 12/01/1999 11/01/2019 236.00 04/01/2000 90.0 12.000 350.44
246-02 52,794.02 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 79.9 10.850 539.62
246-02 218,000.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 74.8 13.800 2,548.56
246-02 45,540.12 0.00 01/01/2000 12/01/2014 177.00 04/01/2000 75.9 11.650 460.81
246-02 86,359.70 0.00 12/24/1999 11/24/2014 176.78 03/24/2000 80.9 13.770 1,008.02
246-02 24,746.73 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 83.2 9.750 214.79
246-02 24,600.00 0.00 02/01/2000 01/10/2015 178.00 03/10/2000 84.8 13.400 317.75
246-02 41,639.42 0.00 01/01/2000 12/01/2019 237.00 03/01/2000 89.8 12.250 466.44
246-02 29,563.89 0.00 02/01/2000 01/01/2020 238.00 05/01/2000 79.4 10.150 292.49
246-02 61,367.06 0.00 12/15/1999 11/15/2029 356.48 03/15/2000 75.0 11.605 613.97
246-02 137,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.8 9.900 1,192.16
246-02 12,987.24 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 73.8 12.150 157.28
246-02 113,518.65 0.00 02/01/2000 01/01/2030 358.00 04/01/2000 90.0 9.525 958.24
246-02 39,535.64 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 88.0 12.850 464.36
246-02 179,926.91 0.00 01/17/2000 12/17/2014 177.53 03/17/2000 72.0 10.400 1,633.09
246-02 63,953.53 0.00 01/06/2000 12/06/2029 357.17 03/06/2000 82.0 13.850 750.73
246-02 65,667.19 0.00 12/15/1999 11/15/2019 236.48 03/15/2000 84.5 11.750 715.25
246-02 83,404.00 0.00 12/17/1999 11/17/2019 236.55 03/17/2000 89.8 11.350 880.84
246-02 70,000.00 0.00 02/06/2000 01/06/2015 178.19 03/06/2000 68.7 9.900 609.13
246-02 72,250.00 0.00 02/25/2000 01/25/2030 358.82 03/25/2000 85.0 12.100 748.74
246-02 74,500.00 0.00 12/01/1999 11/01/2014 176.00 03/01/2000 78.7 10.850 701.05
246-02 68,932.67 0.00 01/14/2000 12/14/2019 237.44 03/14/2000 77.5 14.500 883.20
246-02 108,776.76 0.00 01/03/2000 12/03/2029 357.07 03/03/2000 85.0 13.300 1,229.11
246-02 11,465.93 0.00 12/10/1999 11/10/2019 236.32 03/10/2000 85.0 11.250 121.23
246-02 29,741.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 85.0 12.500 366.56
246-02 47,165.90 0.00 01/14/2000 12/14/2014 177.44 03/14/2000 85.0 13.750 549.64
246-02 29,922.14 0.00 12/10/1999 11/10/2014 176.32 03/10/2000 89.3 12.990 379.38
246-02 18,329.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 84.9 12.000 201.82
246-02 50,977.91 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 89.9 10.750 517.77
246-02 40,012.00 0.00 02/05/2000 01/05/2015 178.16 02/05/2000 90.0 11.650 471.24
246-02 44,451.74 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 69.9 12.600 478.39
246-02 19,967.55 0.00 02/06/2000 01/06/2010 118.19 03/06/2000 75.0 14.000 310.92
246-02 97,457.44 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 90.0 11.750 984.17
246-02 43,558.74 0.00 01/10/2000 12/10/2014 177.30 03/10/2000 84.9 12.100 530.91
246-02 47,645.31 0.00 12/05/1999 11/05/2019 236.15 03/05/2000 75.0 13.850 589.66
246-02 72,450.00 0.00 02/21/2000 01/21/2030 358.68 02/21/2000 73.9 10.500 662.73
246-02 50,860.49 0.00 01/01/2000 12/01/2019 237.00 04/01/2000 89.9 12.400 576.97
246-02 16,500.00 0.00 02/03/2000 01/03/2015 178.09 03/03/2000 83.7 13.350 212.58
246-02 62,626.60 0.00 02/14/2000 01/14/2030 358.45 03/14/2000 85.0 9.900 545.13
246-02 71,100.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 88.8 11.900 725.87
246-02 17,572.72 0.00 01/01/2000 12/01/2014 177.00 04/01/2000 79.9 12.500 187.84
246-02 74,812.34 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 74.8 10.250 672.08
246-02 50,934.48 0.00 02/20/2000 01/20/2015 178.65 03/20/2000 90.0 11.500 595.78
246-02 28,700.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 89.9 10.650 289.43
246-02 40,950.18 0.00 12/23/1999 11/23/2014 176.75 03/23/2000 80.2 11.100 470.87
246-02 70,101.40 0.00 12/17/1999 11/17/2014 176.55 03/17/2000 80.9 13.750 816.92
246-02 17,580.37 0.00 01/13/2000 12/13/2009 117.40 03/13/2000 84.9 14.250 277.49
246-02 43,086.95 0.00 01/01/2000 12/01/2014 177.00 05/01/2000 77.1 12.990 556.42
246-02 78,750.00 0.00 01/13/2000 12/13/2014 177.40 02/13/2000 85.0 10.900 890.13
246-02 26,734.58 0.00 01/13/2000 12/13/2009 117.40 04/13/2000 83.3 12.800 408.85
246-02 32,964.91 0.00 01/01/2000 12/01/2019 237.00 04/01/2000 84.9 13.000 388.97
246-02 24,600.12 0.00 12/16/1999 11/16/2009 116.52 03/16/2000 80.5 11.500 351.49
246-02 67,457.55 0.00 02/01/2000 01/01/2030 358.00 04/01/2000 85.0 12.000 695.08
246-02 15,446.94 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 84.6 14.200 208.13
246-02 115,770.00 0.00 02/01/2000 01/01/2030 358.00 03/01/2000 85.0 10.900 1,093.77
246-02 29,185.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.8 12.600 361.61
246-02 26,871.62 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 77.0 11.100 258.69
246-02 24,845.70 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 76.5 9.400 231.40
246-02 17,391.68 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 70.2 9.000 157.45
246-02 40,000.00 0.00 12/22/1999 11/22/2014 176.71 02/22/2000 83.4 13.700 464.47
246-02 110,636.23 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 76.9 9.900 965.91
246-02 63,890.38 0.00 01/06/2000 12/06/2029 357.17 03/06/2000 79.5 11.800 648.48
246-02 24,827.92 0.00 01/28/2000 12/28/2014 177.90 03/28/2000 76.9 12.350 305.69
246-02 59,402.45 0.00 01/06/2000 12/06/2014 177.17 04/06/2000 72.2 12.500 739.51
246-02 40,000.00 0.00 01/03/2000 12/03/2014 177.07 03/03/2000 79.3 12.600 430.01
246-02 45,873.98 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 84.9 11.500 490.56
246-02 22,364.09 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 67.8 14.300 302.84
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 7 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802747485 ANDERSON DAVID J 2915 BARRET DRIVE ROSEVILLE CA 95661 29,350.00
246-02 915 802747980 MAXWELL LINDA J 1905 GROVE STREET DENVER CO 80204 16,000.00
246-02 915 802748327 MORSE JESSE J 410 YALE STREET ENGLEWOOD FL 34223 14,000.00
246-02 915 802748442 FANDETTA MARIE 12 MULLERIDGE DRIVE DEER PARK NY 11729 57,692.00
246-02 915 802752410 RAFFERTY JOHN F 14130 SR 327 WELLSTON OH 45692 63,000.00
246-02 915 802752824 JAMES CAMERON E 456 PERMITA COURT ANNISTON AL 36206 58,500.00
246-02 915 802753848 ANDREWS DOUG 15851 NORTH MICHIGAN STREE ARGOS IN 46501 20,100.00
246-02 915 802754028 THOMAS MARTIN L 10658 EGLANTINE COURT SAN DIEGO CA 92131 17,000.00
246-02 915 802754283 BROWN ROSLYN L 26616 ALAMO CIRCLE LAKE FOREST CA 92630 30,000.00
246-02 915 802754788 LANDRY DAVID J 1814 HOSKINS LANE AUBURN CA 95603 45,000.00
246-02 915 802755751 NEWMAN DUSTIN O. 8327 DRIVER ROAD ZEBULON NC 27597 68,900.00
246-02 915 802757617 CARROLL RICHARD CALVIN 809 MILLS STREET ESCONDIDO CA 92027 35,000.00
246-02 915 802758060 BYRNES JOANN 86 WASHINGTON AVENUE WEST SAYVIL NY 11796 20,000.00
246-02 915 802758185 BETTINGER-RA MALINDA 919 WEST PETTIT ROAD OWENSBORO KY 42303 22,666.00
246-02 915 802759530 ESSEX SIDNEY PAUL 120 PINE DRIVE INTERLACHEN FL 32148 45,000.00
246-02 915 802759928 OCASIO MARY B 8946 W MONTEREY WAY PHOENIX AZ 85037 28,500.00
246-02 915 802762153 SPRAGUE RAYMOND G 3545 N CENTENNIAL ROAD SYLVANIA OH 43560 119,000.00
246-02 915 802762534 GERSTENBERGE MICHAEL R 31200 NORTH SPIRIT DRIVE SPIRIT LAKE ID 83869 21,245.00
246-02 915 802767780 CAVALERI RAYMOND A 6661 MELBA AVENUE WEST HILLS CA 91307 70,500.00
246-02 915 802768523 HATZIDIS MELANIE 22 STEVENS ROAD HOLBROOK MA 02343 34,500.00
246-02 915 802770644 GARREN ROBERT 105 SPRAKERS RD E ROOT NY 12166 20,800.00
246-02 915 802771006 DENTON MARY ANN 15313 MATTHEWS DRIVE ALEXANDER AR 72002 39,100.00
246-02 915 802771212 TOI JOHN E 15 SADDLE RIDGE ROAD NEWTON CT 06470 79,000.00
246-02 915 802772137 GUNDELACH JAMES A 2612 LANTIS LANE CAMP VERDE AZ 86322 205,000.00
246-02 915 802772517 TASSOS ELEOTHEIRO T 1063 TIMBERCREST DRIVE SAN JOSE CA 95120 140,000.00
246-02 915 802774547 OHANLON KENNETH 19 LADWOOD DRIVE HOLMDEL NJ 07733 75,000.00
246-02 915 802774794 SAUNDERS DONALD R 32062 LACQUER AVE MACON MO 63552 36,200.00
246-02 915 802774802 OCONNOR GLENN E 40 WHITMAN STREET HASTINGS ON NY 10706 56,000.00
246-02 915 802775445 NICOLAS DAVID 1330 ROSSMOYNE AVENUE GLENDALE CA 91207 70,000.00
246-02 915 802775601 WRIGHT JAMES 3 RT BOX 528 E SALEM CYNTHIANA KY 40103 68,000.00
246-02 915 802775809 KIDD FEDERICO E 102 KINGSTON STREET LAWRENCE MA 01843 24,800.00
246-02 915 802775932 TIMMS HARRY LEE 1630 JERSEY PLACE THOUSAND OA CA 91362 79,992.00
246-02 915 802779082 BRIDGEFORTH SHERRI L 5520 SABLE STREET DENVER CO 80237 23,396.00
246-02 915 802779769 POND ROBERT 564 ALABAMA AVENUE TOWNSHIP OF NJ 08724 21,550.00
246-02 915 802780106 CHOWDHRY MUHAMMAD 1120 DELMAR AVENUE FRANKLIN SQ NY 11010 97,000.00
246-02 915 802781773 ANDERSON BRYCE 4240 WEST YORKSHIRE CIRCLE SOUTH JORDA UT 84095 30,500.00
246-02 915 802781856 HOUSING LLC BUDGET 33 35 ROWE AVENUE HARTFORD CT 06106 100,000.00
246-02 915 802782037 MIRA ROY 4901 COUNTRY AIRE LANE TAMPA FL 33624 40,000.00
246-02 915 802782151 WILLIAMS ROBIN LEE 360 HUNT LANE CLINTON NC 28328 67,600.00
246-02 915 802782938 NELSON MELONIE S 3898 WEST CO RD 200 SOUTH ROCKPORT IN 47635 69,700.00
246-02 915 802783506 HARVEY JULIAN WAYNE 15225 FRANKLIN TURNPIKE DRY FORK VA 24549 59,200.00
246-02 915 802784710 LAIRD ANDREW 2255 PELLICER ROAD SAINT AUGUS FL 32092 105,750.00
246-02 915 802786319 ROWE KATHLEEN A 497 SHORE ROAD BAY POINT CA 94565 32,000.00
246-02 915 802787952 MERCADO RICARDO 337 CONGRESS AVENUE WATERBURY CT 06708 131,250.00
246-02 915 802787960 SALAS MICHAEL 5326 WEST STATE STREET HOMOSASSA FL 34461 60,000.00
246-02 915 802788265 CURTIS PATRICK D 8540 SW BIRCHWOOD ROAD PORTLAND OR 97225 36,500.00
246-02 915 802788687 STREITZ STEVEN W 3956 ABBOTT AVE N ROBBINSDALE MN 55422 45,800.00
246-02 915 802790014 SZAFRAN STANLEY 56 LLOYDS LANE WILKES BARR PA 18702 16,426.00
246-02 915 802790121 SCHEMMER JEFFREY C 100 WEST DOGWOOD LANE BLOOMINGTON IN 47404 17,300.00
246-02 915 802790238 ENGELKE ANTHONY P RD 2 BOX 199 HICKORY RIDGE NEWPORT PA 17074 50,700.00
246-02 915 802790873 MARTIN DEBRA K 137 TAMARA LANE GASTON SC 29053 69,700.00
246-02 915 802791004 KELLY JOHN 306 COMMERCE STREET PORT CARBON PA 17965 42,500.00
246-02 915 802791939 FRANCIS MATTHEW J 956 TREASURE LANE MANTECA CA 95337 49,000.00
246-02 915 802793166 KUNEN MICHAEL J 6 KATLAS COURT NOVATO CA 94945 27,800.00
246-02 915 802793273 PEINADO HILDA E 2323 W CHARLESTON CHICAGO IL 60647 76,000.00
246-02 915 802793463 RUDD SAMMY L 2144 VENTAGE LANE SNEADS FL 32447 77,400.00
246-02 915 802794503 HALIGARDA WILLIAM H 650 WEST 1400 NORTH PAROWAN UT 84761 27,363.00
246-02 915 802795856 WHEELER WILLIAM ROY 1148 WINDSOR DRIVE FORT MYERS FL 33905 16,800.00
246-02 915 802796243 CATINI ANTONIO 17523 TEAPA CIRCLE FOUNTAIN VA CA 92708 24,500.00
246-02 915 802796268 PEREZ CANDELERIO 6932 WEST VIRGINIA AVENUE PHOENIX AZ 85035 20,200.00
246-02 915 802797571 KLEITZ WILLIAM H 901 BELLEFONTE AVENUE WILMINGTON DE 19809 20,000.00
246-02 915 802797738 PALAZZOLO VITO M 3380 MARLETTE ROAD APPLEGATE MI 48401 26,000.00
246-02 915 802798926 GROVES BRENT 1341 BEAR CREEK ROAD OTWAY OH 45657 46,750.00
246-02 915 802799338 LAMORTHE MARIE 651 NOSTRAND AVENUE UNIONDALE NY 11553 200,000.00
246-02 915 802800094 BLUNT JAMES H 8887 MILBURN AVE SPRING VALL CA 91977 16,500.00
246-02 915 802800235 SAYER JAMES 2661 COUNTY ROUTE 17 HERMON NY 13652 20,883.00
246-02 915 802800326 WARREN RASHEED A 60 PARSLER PLACE WOODBRIDGE NJ 08863 15,235.00
246-02 915 802800490 ELINSKY DENISE L 13031 TOWNSEND ROAD PHILADELPHI PA 19154 25,000.00
246-02 915 802801563 GRANNIS HERBERT 61 ROLLING GREEN ROAD BETHANY CT 06524 26,500.00
246-02 915 802801761 KLOSSNER JIM E 3126 NORTHEAST 149TH STREE SHORELINE WA 98155 23,000.00
246-02 915 802802736 TEJAS ERNEST A 13060 PINON STREET RANCHO CUCA CA 91739 51,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 29,350.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.9 14.150 393.83
246-02 15,953.82 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 46.2 12.350 180.09
246-02 13,890.24 0.00 01/06/2000 12/06/2014 177.17 04/06/2000 89.6 12.750 174.84
246-02 57,633.84 0.00 01/08/2000 12/08/2019 237.24 03/08/2000 84.9 12.900 671.81
246-02 63,000.00 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 90.0 11.150 607.11
246-02 58,337.52 0.00 02/18/2000 01/18/2030 358.59 03/18/2000 89.3 12.330 616.64
246-02 19,094.15 0.00 02/11/2000 01/11/2015 178.36 06/11/2000 79.9 10.150 217.84
246-02 16,977.78 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 79.2 12.600 210.64
246-02 29,927.16 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 73.5 9.650 315.99
246-02 45,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 89.0 11.400 522.83
246-02 68,888.18 0.00 02/14/2000 01/14/2015 178.45 03/14/2000 75.7 8.900 549.43
246-02 34,952.88 0.00 01/17/2000 12/17/2014 177.53 03/17/2000 81.5 13.400 452.09
246-02 19,994.73 0.00 12/24/1999 11/24/2014 176.78 02/24/2000 70.9 12.100 241.32
246-02 22,660.68 0.00 02/26/2000 01/26/2020 238.85 03/26/2000 90.0 11.650 244.06
246-02 45,000.00 0.00 02/10/2000 01/10/2025 298.32 03/10/2000 86.5 11.400 454.12
246-02 28,458.20 0.00 01/01/2000 12/01/2014 177.00 04/01/2000 89.9 10.900 269.26
246-02 119,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.0 13.350 1,349.01
246-02 21,062.65 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.8 10.900 240.14
246-02 70,500.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 84.9 12.250 857.49
246-02 34,500.00 0.00 12/17/1999 11/17/2019 236.55 02/17/2000 89.9 12.350 388.33
246-02 20,779.50 0.00 01/22/2000 12/22/2019 237.70 03/22/2000 78.4 11.990 228.88
246-02 38,995.39 0.00 02/03/2000 01/03/2025 298.09 04/03/2000 85.0 12.400 423.41
246-02 79,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 73.0 9.250 813.06
246-02 204,837.05 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.6 12.100 2,473.55
246-02 140,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.5 12.700 1,515.92
246-02 73,973.94 0.00 01/06/2000 12/06/2014 177.17 05/06/2000 81.9 12.050 774.35
246-02 36,104.18 0.00 01/28/2000 12/28/2019 237.90 03/28/2000 89.9 11.900 396.07
246-02 56,000.00 0.00 01/03/2000 12/03/2019 237.07 03/03/2000 52.5 11.750 606.88
246-02 69,810.74 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 82.5 11.850 711.96
246-02 67,852.38 0.00 02/01/2000 01/01/2030 358.00 04/01/2000 80.0 11.650 681.20
246-02 24,731.70 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 84.0 12.350 303.25
246-02 79,878.36 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 85.9 12.350 844.42
246-02 23,295.20 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 85.0 12.000 280.79
246-02 21,400.08 0.00 01/13/2000 12/13/2019 237.40 03/13/2000 84.9 12.250 241.06
246-02 96,384.29 0.00 12/24/1999 11/24/2019 236.78 03/24/2000 84.4 10.680 980.19
246-02 30,453.90 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 78.9 9.750 323.11
246-02 100,000.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 68.9 11.900 1,193.74
246-02 40,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 73.9 10.150 433.52
246-02 67,600.00 0.00 02/28/2000 01/28/2030 358.92 02/28/2000 76.8 9.500 568.42
246-02 69,700.00 0.00 02/11/2000 01/11/2015 178.36 03/11/2000 85.0 12.000 716.94
246-02 59,200.00 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 80.0 10.500 541.53
246-02 105,750.00 0.00 02/05/2000 01/05/2030 358.16 03/05/2000 75.0 12.000 1,087.76
246-02 31,901.38 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 88.4 10.900 302.33
246-02 131,250.00 0.00 04/01/2000 03/01/2025 300.00 04/01/2000 69.0 10.600 1,248.62
246-02 59,788.12 0.00 02/24/2000 01/24/2030 358.78 03/24/2000 75.0 12.750 652.02
246-02 36,498.20 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 55.4 11.100 417.15
246-02 45,800.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 89.8 11.400 485.27
246-02 16,169.18 0.00 02/01/2000 01/01/2010 118.00 04/01/2000 84.5 11.750 233.30
246-02 17,226.00 0.00 01/28/2000 12/28/2014 177.90 03/28/2000 82.5 13.100 220.03
246-02 50,471.93 0.00 02/20/2000 01/20/2015 178.65 03/20/2000 59.6 10.350 458.10
246-02 69,608.79 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 85.0 10.650 645.40
246-02 42,487.43 0.00 01/28/2000 12/28/2014 177.90 02/28/2000 75.8 11.850 432.26
246-02 49,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 62.6 11.600 525.93
246-02 27,683.91 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 79.9 14.450 354.82
246-02 76,000.00 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 77.9 12.350 929.31
246-02 77,247.90 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 90.0 10.650 716.70
246-02 27,363.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 88.3 11.650 322.27
246-02 16,738.84 0.00 12/19/1999 11/19/2014 176.61 03/19/2000 52.3 10.750 188.32
246-02 24,250.33 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.9 12.500 301.97
246-02 20,100.39 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 79.5 13.250 240.26
246-02 19,897.72 0.00 01/22/2000 12/22/2019 237.70 03/22/2000 82.4 10.600 201.02
246-02 25,797.50 0.00 01/07/2000 12/07/2009 117.21 03/07/2000 86.0 12.500 380.58
246-02 46,750.00 0.00 03/01/2000 02/01/2025 299.00 03/01/2000 85.0 11.900 488.93
246-02 199,654.61 0.00 02/14/2000 01/14/2015 178.45 03/14/2000 80.0 11.800 2,026.49
246-02 16,500.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 85.0 12.100 182.83
246-02 20,569.46 0.00 12/19/1999 11/19/2014 176.61 04/19/2000 89.8 12.500 257.39
246-02 15,115.13 0.00 01/07/2000 12/07/2009 117.21 03/07/2000 84.9 14.230 238.66
246-02 24,741.08 0.00 01/23/2000 12/23/2029 357.73 03/23/2000 47.1 12.450 265.85
246-02 26,396.20 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 85.3 13.200 338.78
246-02 22,807.55 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 90.0 11.900 234.81
246-02 50,988.47 0.00 01/13/2000 12/13/2019 237.40 03/13/2000 80.0 11.700 550.92
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 8 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802803239 FLORIAN MATTHEW 506 MOUNT VERNON ROAD SOUTHINGTON CT 06489 116,000.00
246-02 915 802803528 TODD PRISCILLA 10225 NORTH OJUS DRIVE TAMPA FL 33617 10,494.00
246-02 915 802803825 ECK L BRAD 4915 170TH AVE EAST SUMNER WA 98390 26,600.00
246-02 915 802803999 MCCUNE NANCY 1215 EMERSON STREET D DENVER CO 80218 18,100.00
246-02 915 802805226 CURTIS KATARINA L 39 KNOLLWOOD ROAD NORTH HAVEN CT 06473 18,000.00
246-02 915 802805945 CRUMLICH QUENTIN W SR RD 4 BOX 4241 A DUNCANNON PA 17020 60,800.00
246-02 915 802806653 HUGHES KEVIN T 6411 MAYVILLE RD CLIFFORD MI 48727 52,000.00
246-02 915 802806885 BURGESS RICHARD G 260 NORTH 200 WEST RICHFIELD UT 84701 23,440.00
246-02 915 802807057 BLACKWOOD EDSEL 469 MILLER AVENUE BROOKLYN NY 11207 25,000.00
246-02 915 802807743 MAHONEY MICHAEL 25 TERRACE DRIVE LAKE RONKON NY 11779 58,900.00
246-02 915 802808089 LINZER EDWARD 1 LAUREL LANE OLD WESTBUR NY 11568 69,083.00
246-02 915 802808659 TUCKER RICHARD C 20 COUNTY ROUTE 40 NORFOLK NY 13662 45,600.00
246-02 915 802808832 MIHELICH TODD M 13391 EDINBURGH DRIVE WESTMINSTER CA 92683 30,000.00
246-02 915 802809087 SCHNEIDER MERILEE K 8769 LIVE OAK ROAD WILTON CA 95693 24,500.00
246-02 915 802809327 MILLER CHARLES E 1530 PAIGE DRIVE TERRE HAUTE IN 47803 23,500.00
246-02 915 802809632 CARTWRIGHT ALICE 153 SPRING STREET BROCKTON MA 02301 28,400.00
246-02 915 802809962 KNARIAN DONALD R 18898 REED MELVINDALE MI 48122 22,000.00
246-02 915 802810143 ORTIZ REINALDO 19229 NW 53 CIRCLE OPA LOCKA FL 33055 12,250.00
246-02 915 802810424 JARDINE ROGER A 75 SOUTH 1030 EAST HYRUM UT 84319 37,000.00
246-02 915 802811075 DEFEO ANTHONY 62 KNAPP LANE NEW CANAAN CT 06840 95,000.00
246-02 915 802811307 LALLY SANDRA M 2 SAMOSET CIRCLE MEDWAY MA 02053 55,000.00
246-02 915 802813741 CARLSON BRIAN E 68 EAST 450 SOUTH FARMINGTON UT 84025 32,687.00
246-02 915 802814319 PEGUERO SANTIAGO S 90 92 CHESTER AVENUE CHELSEA MA 02150 40,600.00
246-02 915 802814541 MESKILL DAVID 80 OLD TOLL ROAD MADISON CT 06443 27,000.00
246-02 915 802814814 HENDRIX GERALD 22144 WEST CEDAR DRIVE ANTIOCH IL 60002 30,000.00
246-02 915 802815159 BRIGGS PEGGY 10319 DINGES RD BERLIN MD 21811 97,500.00
246-02 915 802816355 CENTOFRANCHI CHRISTINE 26 PARQUI LANE SALEM NY 12865 41,000.00
246-02 915 802816926 STERLING WILLIAM S 857 CISCO STREET COLTON CA 92324 29,000.00
246-02 915 802816959 BERGSTEN CHARLES 13450 SOAPWEED ROAD CALHAN CO 80808 43,690.00
246-02 915 802816975 ANDREWS SHAWN KEVIN 780 HILLCREST DRIVE FELTON CA 95018 40,000.00
246-02 915 802818211 ROMO TERRY 2600 COLONADE LANE NORTH PORT FL 34286 19,900.00
246-02 915 802818906 DELUCA A EDMUND 520 NORTHWEST DRIVE SILVER SPRI MD 20901 19,000.00
246-02 915 802819086 ALMAS STEVE 2729 MADISON SE GRAND RAPID MI 49507 15,500.00
246-02 915 802819185 HOLDING LLC CONSTITUTI 763 767 CONGRESS AVENUE NEW HAVEN CT 06519 94,500.00
246-02 915 802819417 HOLDING LLC CONSTITUTI 210 BURWELL STREET NEW HAVEN CT 06518 122,500.00
246-02 915 802820043 HUFFMAN JOY K'LINN 4133 WEST 4900 SOUTH ROY UT 84067 17,743.00
246-02 915 802820738 YOUNG DAVID S 490 PRINTY AVE MILPITAS CA 95035 31,700.00
246-02 915 802821090 SWEENEY KEVIN J 26 WOODMERE ROAD CEDAR GROVE NJ 07009 23,000.00
246-02 915 802821140 TAYLOR LYNN FRANCESTOWN ROAD GREENFIELD NH 03047 15,131.00
246-02 915 802821983 MOSS ANNIE 1343 ELMHURST COURT ATLANTA GA 30316 84,000.00
246-02 915 802822189 STEWART ANTHONY 202 19 LINDEN BOULEVARD SAINT ALBAN NY 11412 41,850.00
246-02 916 802822783 RICKER MICHELE A 277 INWOOD BLVD AVON LAKE OH 44012 37,500.00
246-02 915 802823054 NORWOOD JEREMIAH 1108 LEE ROAD 2063 SALEM AL 36874 55,250.00
246-02 915 802823104 BUSSE BRADFORD 15000 VISTA VIEW LAKE ELSINO CA 92530 25,000.00
246-02 915 802823435 WEDGE VERONICA 2604 LISMORE DRIVE GOSHEN IN 46526 30,258.00
246-02 915 802823955 O'KEEFE KELLY 450 EAST 800 SOUTH SALT LAKE C UT 84111 30,600.00
246-02 915 802826396 SANDLOFER LESLIE 64 LAKE SURPRISE ROAD COLD SPRING NY 10516 102,000.00
246-02 915 802826438 TRABER DANIEL 10 13 36TH AVENUE ASTORIA NY 11106 20,000.00
246-02 915 802830505 WALLACE DANNY R 1871 FALLING LEAVES COURT NAVARRE FL 32566 34,026.00
246-02 915 802830653 FUQUA SHANE 7598 OSCEOLA STREET WESTMINSTER CO 80030 38,000.00
246-02 915 802831727 BATES EILEEN M 2200 UNION BLVD BAYSHORE NY 11708 19,700.00
246-02 915 802831867 HALLEE JOSEPH R 227 SOUTH STREET WALPOLE MA 02081 23,000.00
246-02 915 802833194 SIMS JAMES MICHAEL 340 KEITH KNOB ROAD BOSTON KY 40107 59,000.00
246-02 915 802834549 JOHNSON LACRETIA 10944 WILSHIRE DR DETROIT MI 48213 48,750.00
246-02 915 802835439 GRIMES LES L 425 MELODY LANE NEW CASTLE IN 47362 148,750.00
246-02 915 802835488 WASHINGTON MELVIN M JR 5113 GWYNN OAK AVE BALTIMORE MD 21207 69,900.00
246-02 915 802837807 MONDAY ELTON P 976 HAYNES ST AKRON OH 44320 51,200.00
246-02 915 802837948 LUCAS JEREMY J 1 BOX 104 HIGHWAY 86 CUSTER KY 40115 48,450.00
246-02 915 802838052 SMITH MILTON R 168 WILLISTON DRIVE RUTHERFORDT NC 28139 48,450.00
246-02 915 802839225 STARNER WAYNE THOMAS 133 NORTH WALLACE AVENUE HAXTUN CO 80731 26,508.00
246-02 915 802839241 PROKOP PATRICIA L 9510 TUTHILL WAY SANTEE CA 92071 38,239.00
246-02 915 802839522 TOLLEY WILLIAM B 4092 OLD ORCHARD ROAD YORK PA 17402 25,000.00
246-02 915 802840470 PIEROG PATRICIA 2811 AUGUSTINE DR PARMA OH 44134 50,000.00
246-02 915 802841544 ELLIOTT RENEE T 12408 NC 39 NORTH TOWNSVILLE NC 27584 21,950.00
246-02 915 802841668 MUSE CHARLES 36 BROADRIDGE DRIVE CARRIERE MS 39426 63,000.00
246-02 915 802842260 IENNI NICOLA 9093 LYNDORA ST DOWNEY CA 90242 65,000.00
246-02 915 802842583 CLARE PATRICK J 27 MAHOGANY DRIVE NASHUA NH 03062 18,700.00
246-02 915 802842732 BOERTMAN FRED L 601 SOUTH ONONDAGA ROAD MASON MI 48854 37,950.00
246-02 915 802842971 SWEENEY WILLIAM JOHN 25 MALLOW LN LEVITTOWN PA 19054 26,600.00
246-02 915 802843276 CERVANTES ORLANDO 721 HANEY STREET SOUTH BEND IN 46601 29,000.00
246-02 916 802843664 LAW RAYMOND P 3110 107TH PLACE SE BELLEVUE WA 98004 88,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 115,679.86 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 79.8 12.250 1,215.56
246-02 10,471.19 0.00 01/23/2000 12/23/2019 237.73 03/23/2000 79.9 13.750 128.59
246-02 26,283.70 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.9 11.400 261.39
246-02 18,097.15 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 11.150 207.43
246-02 17,908.89 0.00 01/10/2000 12/10/2014 177.30 03/10/2000 76.1 10.000 193.43
246-02 60,800.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 76.4 9.750 522.37
246-02 52,000.00 0.00 02/24/2000 01/24/2030 358.78 03/24/2000 56.5 12.500 554.97
246-02 23,422.90 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 85.0 13.350 265.72
246-02 24,632.11 0.00 01/20/2000 12/20/2009 117.63 03/20/2000 79.4 12.950 372.54
246-02 58,887.26 0.00 12/22/1999 11/22/2014 176.71 02/22/2000 85.9 13.250 663.08
246-02 69,073.98 0.00 01/07/2000 12/07/2014 177.21 03/07/2000 85.1 13.450 894.62
246-02 45,499.30 0.00 01/01/2000 12/01/2019 237.00 03/01/2000 80.0 11.850 497.34
246-02 29,998.91 0.00 01/15/2000 12/15/2019 237.47 03/15/2000 74.9 10.650 302.54
246-02 24,317.64 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 31.4 9.900 261.78
246-02 23,369.20 0.00 02/03/2000 01/03/2015 178.09 04/03/2000 82.0 12.250 285.83
246-02 28,400.00 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 85.0 10.650 262.98
246-02 22,000.00 0.00 01/14/2000 12/14/2019 237.44 03/14/2000 79.6 11.050 227.83
246-02 12,186.23 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 86.7 12.250 149.00
246-02 36,908.27 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.7 11.400 363.59
246-02 95,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.3 12.850 1,039.76
246-02 54,698.58 0.00 12/24/1999 11/24/2014 176.78 03/24/2000 88.3 11.950 563.62
246-02 32,687.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 84.9 13.500 394.65
246-02 40,290.37 0.00 12/24/1999 11/24/2019 236.78 03/24/2000 89.9 12.250 454.14
246-02 26,741.89 0.00 02/05/2000 01/05/2015 178.16 04/05/2000 71.0 10.900 255.09
246-02 30,000.00 0.00 01/06/2000 12/06/2019 237.17 03/06/2000 81.9 13.950 371.97
246-02 97,500.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 73.8 10.150 866.46
246-02 40,987.36 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 73.8 12.600 508.01
246-02 29,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.6 9.900 309.86
246-02 43,688.52 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.8 11.750 517.35
246-02 39,784.95 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 75.4 11.450 466.01
246-02 19,856.69 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 89.8 12.250 242.05
246-02 18,629.19 0.00 02/04/2000 01/04/2015 178.13 05/04/2000 88.8 11.900 193.97
246-02 15,378.85 0.00 01/13/2000 12/13/2014 177.40 04/13/2000 82.3 12.500 165.42
246-02 94,500.00 0.00 04/01/2000 03/01/2020 240.00 04/01/2000 59.8 10.350 933.97
246-02 122,500.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 68.0 10.100 1,323.90
246-02 17,687.84 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 84.8 12.500 189.36
246-02 31,700.00 0.00 01/01/2000 12/01/2014 177.00 03/01/2000 85.0 13.100 353.14
246-02 22,866.90 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 79.6 11.250 265.04
246-02 15,052.89 0.00 01/07/2000 12/07/2014 177.21 03/07/2000 89.9 12.500 186.50
246-02 84,000.00 0.00 01/14/2000 12/14/2029 357.44 02/14/2000 80.0 12.250 880.23
246-02 41,658.64 0.00 01/20/2000 12/20/2019 237.63 03/20/2000 89.8 12.550 476.95
246-02 37,500.00 0.00 02/06/2000 01/06/2020 238.19 03/06/2000 76.5 11.100 389.63
246-02 55,189.99 0.00 02/11/2000 01/11/2030 358.36 03/11/2000 85.0 12.750 600.40
246-02 25,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 90.0 11.650 269.20
246-02 30,217.72 0.00 02/04/2000 01/04/2020 238.13 03/04/2000 88.9 10.650 305.14
246-02 30,600.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 82.6 13.000 338.50
246-02 101,964.41 0.00 12/23/1999 11/23/2014 176.75 03/23/2000 74.4 11.100 979.09
246-02 19,989.02 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 65.3 10.150 216.76
246-02 34,026.00 0.00 01/22/2000 12/22/2029 357.70 03/22/2000 84.9 13.950 401.82
246-02 38,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 80.1 11.900 453.62
246-02 19,530.32 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 84.6 12.850 247.31
246-02 23,000.00 0.00 01/17/2000 12/17/2019 237.53 03/17/2000 71.8 12.500 261.31
246-02 58,858.49 0.00 02/14/2000 01/14/2015 178.45 03/14/2000 73.7 9.400 612.54
246-02 48,750.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 65.0 12.990 538.89
246-02 148,750.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 85.0 10.400 1,349.57
246-02 69,880.66 0.00 01/01/2000 12/01/2029 357.00 03/01/2000 75.9 12.150 727.08
246-02 51,200.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 80.0 11.250 497.29
246-02 48,433.50 0.00 02/25/2000 01/25/2025 298.82 03/25/2000 85.0 12.000 510.29
246-02 48,450.00 0.00 02/18/2000 01/18/2025 298.59 03/18/2000 85.0 12.750 537.34
246-02 26,424.70 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 84.9 12.500 301.17
246-02 38,239.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 84.8 11.500 407.79
246-02 24,913.15 0.00 01/27/2000 12/27/2019 237.86 03/27/2000 70.7 10.400 247.92
246-02 50,000.00 0.00 03/02/2000 02/02/2020 239.08 03/02/2000 43.8 9.400 462.81
246-02 21,783.42 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 84.9 12.000 263.44
246-02 62,759.13 0.00 02/14/2000 01/14/2015 178.45 03/14/2000 90.0 11.150 722.00
246-02 65,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 44.8 11.100 742.87
246-02 18,692.85 0.00 01/07/2000 12/07/2009 117.21 02/07/2000 82.2 11.750 265.60
246-02 36,806.57 0.00 01/13/2000 12/13/2014 177.40 04/13/2000 84.7 12.750 473.94
246-02 26,569.01 0.00 02/06/2000 01/06/2015 178.19 03/06/2000 68.5 10.850 299.83
246-02 29,000.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 61.4 11.600 340.62
246-02 87,660.30 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 58.2 9.900 765.77
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 9 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802844415 KANDOLIN RICHARD A JR 152 NATHAN HALE DRIVE SOUTH COVEN CT 06238 22,000.00
246-02 915 802844647 GOODMAN WALTER D 2834 SOUTHEAST GLADSTONES PORTLAND OR 97202 15,953.00
246-02 915 802845255 BOYLES BRENT L 4152 MADURA FIVE GULF BREEZE FL 32561 102,000.00
246-02 915 802845479 FOSTER CLEMENT C 1116 41ST STREET SOUTH TACOMA WA 98409 10,000.00
246-02 915 802845636 ALLEN JOHN 6537 W SPOKANE ST MILWAUKEE WI 53223 28,800.00
246-02 915 802845818 MILES NICOLE R 787 SOUTH FAIRPLAY COURT AURORA CO 80012 16,000.00
246-02 915 802845842 FERRIN MARK 205 SHERRY STREET EAST ISLIP NY 11730 24,000.00
246-02 915 802846469 BOX ANTHONY L 67 CATHY DRIVE COTTONWOOD AL 36320 36,000.00
246-02 915 802846915 LINDNER RICHARD A 1731 TOPAZ TERRACE DELTONA FL 32725 81,600.00
246-02 915 802847186 JEROME ROBERT N 190 STANLEY DRIVE CENTEREACH NY 11720 25,000.00
246-02 915 802847392 CIAMAGA MADONNA 51 21 34TH STREET LONG ISLAND NY 11101 45,000.00
246-02 915 802847939 KELLY JOHN C 597 BUMBLEBEE WAY TOBYHANNA PA 18466 40,000.00
246-02 915 802848317 JOHNSON VALERIE 1201 DUELL STREET CAMDEN SC 29020 21,500.00
246-02 915 802848812 JESSIE BETTY 9205 SWANNANOA TRAIL MECHANICSVI VA 23116 24,500.00
246-02 915 802849752 ROBERTS RONALD 33612 CALUMET WESTLAND MI 48186 16,200.00
246-02 915 802850214 ELLIOTT JOY 19348 LAMONT DETROIT MI 48234 48,450.00
246-02 915 802850917 WILCOX DARRIN A 3133 PLEASANT PLAIN AVENUE ELKHART IN 46517 35,000.00
246-02 915 802850958 MORAN KEVIN P 732 SANTA PAULA AVENUE SUNNYVALE CA 94086 75,000.00
246-02 915 802851287 ROBBINS CAROL A 809 DRIVER AVENUE WINTER PARK FL 32789 43,000.00
246-02 915 802851675 BERGER CRAIG M 7115 LYNFORD STREET PHILADELPHI PA 19149 39,900.00
246-02 915 802851691 BERRY CHARLES O 5230 SOUTH MAYFLOWER STREE SEATTLE WA 98118 50,000.00
246-02 915 802851733 CORMAN ELIZABETH A 46 EDDIE WEBB ROAD TYLERTOWN MS 39667 26,250.00
246-02 915 802852483 SMITH MILTON M 26 MARK COURT REMSENBURG NY 11960 150,000.00
246-02 915 802852574 BARNES WILLIAM D 1661 EAST PINION CIRCLE PRICE UT 84501 14,600.00
246-02 915 802852731 CONCEPCION JULIANA 25376 MAXIMUS STREET MISSION VIE CA 92691 34,000.00
246-02 915 802853341 BELL DONALD III 9 JUNE RD LEVITTOWN PA 19056 33,800.00
246-02 915 802854158 JONES JAMES FRANKLIN 670 MOUNT OLIVET BOWLING GRE KY 42101 21,000.00
246-02 915 802855890 GONZALES CHRISTOPHE 1845 SOUTH ZUNI STREET DENVER CO 80223 31,445.00
246-02 915 802856419 WILLIAMS JEFFREY S SR 509 LISK AVENUE STATEN ISLA NY 10303 27,000.00
246-02 915 802856716 POLISKEY DONALD 5922 MABEL WILLIAMSBUR MI 49690 90,900.00
246-02 915 802856880 RIVERA RICARDO A 1171 SW 108 TERRACE DAVIE FL 33324 22,800.00
246-02 915 802857292 BRAGG ROBBIE L 114 ARIKA LANE ALEXANDRIA AL 36250 62,050.00
246-02 915 802858811 FILECCIA NICHOLAS 1357 WALES DRIVE FORT MYERS FL 33901 56,250.00
246-02 915 802859165 LEBLANC THOMAS R 20 22 WASHINGTON AVENUE ENFIELD CT 06082 88,000.00
246-02 915 802860486 HUNT GARY W RR 1 BOX 75 D GENTRYVILLE IN 47537 25,100.00
246-02 915 802862557 MORAN KEVIN E 367 ISINGLASS ROAD HUNTINGTON CT 06484 60,000.00
246-02 915 802862581 DE ARMAS LUISA D 15503 SW 308 STREET MIAMI FL 33033 52,750.00
246-02 915 802862805 KARELUS GERALD A 21540 NW 3RD PLACE PEMBROKE PI FL 33029 34,550.00
246-02 915 802862862 FULLER ALLEN D 8203 TRADERS HOLLOW LANE INDIANAPOLI IN 46278 114,250.00
246-02 915 802863563 PROIA JOHN S 26 WILLIAM AVENUE BRADFORD MA 01835 43,466.00
246-02 915 802863829 WATSON ANDREA 422 SALUDA AVENUE BATESBURG SC 29053 38,400.00
246-02 915 802863894 SAMSON JOSEPH A IV 28355 M MCLIN ROAD HOLDEN LA 70744 68,000.00
246-02 915 802865279 ROBINSON BRYAN L 11669 CHATHAM DETROIT MI 48239 83,700.00
246-02 915 802865428 RIVERA CAROLINA A 1054 VILLAGE WAY SANTA FE NM 87505 24,000.00
246-02 915 802865600 DESCHENE DANIEL J 2770 THOMAS GRADE AVENUE MORGAN HILL CA 95037 115,000.00
246-02 915 802865790 EDWARDS DAN E 6675 LITTLE JOE ROAD COEUR D ALE ID 83814 27,500.00
246-02 915 802865915 BURNS MICHAEL R 5672 NORTHEAST MEADOW ROAD KINGSTON WA 98346 15,200.00
246-02 915 802866103 ALTMAN JILL E 831 GREEN STREET GREENSBURG PA 15601 22,436.00
246-02 916 802866426 MANZ MARIE 1460 WOODBINE STREET PITTSBURGH PA 15201 14,700.00
246-02 915 802866913 JONES LORI LEE 160 OWL HILL ROAD LITITZ PA 17543 55,800.00
246-02 915 802867341 LYLE NEWTON 4459 SOUTH CAPECOVE LOOP HOMOSASSA FL 34446 82,500.00
246-02 915 802867507 WINKLER JULIE ANNE 546 BENNINGHAUS RD BALTIMORE MD 21212 20,800.00
246-02 915 802867549 GARRARD RAYMOND L JR 509 NORTH DEPOT STREET BRAZIL IN 47834 33,600.00
246-02 915 802868182 ALOE NOEL A 44 CHURCH ROAD SCENERY HIL PA 15360 46,000.00
246-02 915 802868935 DAVIS ALVIN 125 NORTHWEST 16TH STREET HIGH SPRING FL 32643 20,000.00
246-02 915 802869404 BAUGHER RUSSELL 1809 ST MARY AVENUE FORT WAYNE IN 46808 19,300.00
246-02 915 802869461 LAWSON RICHARD 1170 LAUREL LEAF PLACE UNI CORONA CA 91719 20,000.00
246-02 915 802870261 HOWARD TAMMY LYNN 889 HEMLOCK SUBDIVISION WILLIAMSBUR KY 40769 19,600.00
246-02 915 802871384 DIPILATO PATRICIA 23 CAPTAIN SHANKEY GARNERVILLE NY 10923 36,000.00
246-02 915 802872911 VALERO ANOLAN 85 87 NW 48 PLACE MIAMI FL 33126 15,000.00
246-02 915 802873448 GAWECKI ROBERT J 2796 WAREING STREET ORION TOWNS MI 48360 53,371.00
246-02 915 802874024 MCKENNA KAREN P 68 OLEANDER DRIVE NORTHPORT NY 11768 38,000.00
246-02 915 802874313 ALLEN DAVID M 427 DRAKE WOODS DRIVE DANIELSVILL GA 30633 39,000.00
246-02 915 802875286 VANNOLLER ROGER T 11044 WARNER AVENUE GRANT MI 49327 95,000.00
246-02 915 802876110 RIEHM PHILIP 11 10TH AVENUE S FARMINDAL NY 11735 144,000.00
246-02 915 802877191 MEANS THOMAS E SR 4105 LOST OAKS DRIVE OOLTEWAH TN 37363 15,915.00
246-02 915 802878470 TORRES GLORIA C 18 GREEN STREET FLORAL PARK NY 11001 50,000.00
246-02 915 802880252 RAHSEPASS MOHAMMAD A 282 GARLAND MEMPHIS TN 38104 54,000.00
246-02 915 802880732 YEARSLEY BRUCE S 106 DUNGARVAN DRIVE MIDDLETOWN DE 19709 20,600.00
246-02 915 802880807 PHILLIPS DAVID T. 1636 71 COURT VERO BEACH FL 32966 18,800.00
246-02 915 802881573 WOODS BRIAN L 9028 NORTH AVE ST LOUIS MO 63114 26,900.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 22,000.00 0.00 01/20/2000 12/20/2009 117.63 02/20/2000 80.7 13.000 328.48
246-02 15,870.09 0.00 01/13/2000 12/13/2019 237.40 03/13/2000 83.6 12.500 181.25
246-02 102,000.00 0.00 02/04/2000 01/04/2020 238.13 03/04/2000 89.9 10.900 1,045.90
246-02 9,990.39 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 74.3 12.750 124.88
246-02 28,554.80 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 79.9 12.350 352.16
246-02 15,991.72 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 61.4 10.500 146.36
246-02 24,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 82.3 11.650 258.43
246-02 36,000.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 80.0 13.500 412.35
246-02 81,600.00 0.00 02/06/2000 01/06/2015 178.19 02/06/2000 80.0 11.950 836.21
246-02 24,833.18 0.00 02/10/2000 01/10/2020 238.32 04/10/2000 77.7 9.000 224.93
246-02 44,833.01 0.00 01/10/2000 12/10/2019 237.30 03/10/2000 85.7 13.700 549.81
246-02 39,986.04 0.00 01/28/2000 12/28/2014 177.90 02/28/2000 63.4 11.100 383.96
246-02 21,500.00 0.00 02/05/2000 01/05/2015 178.16 03/05/2000 50.0 12.200 260.81
246-02 24,423.51 0.00 02/06/2000 01/06/2015 178.19 03/06/2000 64.8 12.100 253.90
246-02 16,170.04 0.00 01/24/2000 12/24/2019 237.76 03/24/2000 80.0 14.150 203.22
246-02 48,450.00 0.00 01/06/2000 12/06/2014 177.17 03/06/2000 85.0 12.900 532.17
246-02 35,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 71.3 13.250 416.30
246-02 75,000.00 0.00 02/05/2000 01/15/2015 178.16 03/15/2000 47.2 9.400 778.65
246-02 43,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 49.9 12.600 491.58
246-02 39,891.76 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.9 13.450 455.45
246-02 50,000.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 72.2 11.600 536.66
246-02 26,250.00 0.00 01/22/2000 12/22/2019 237.70 02/22/2000 84.6 13.950 325.47
246-02 150,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.3 11.050 1,434.16
246-02 14,500.78 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 84.9 13.150 186.17
246-02 33,913.57 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 79.9 11.100 353.26
246-02 33,522.60 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 75.6 13.000 427.65
246-02 20,916.11 0.00 02/05/2000 01/05/2010 118.16 03/05/2000 50.0 12.600 308.62
246-02 31,395.63 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.9 11.400 309.00
246-02 27,000.00 0.00 02/03/2000 01/03/2015 178.09 03/03/2000 88.7 11.400 313.70
246-02 90,900.00 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 90.0 11.400 893.25
246-02 22,714.44 0.00 01/24/2000 12/24/2014 177.76 02/24/2000 84.9 12.850 286.23
246-02 61,982.61 0.00 02/10/2000 01/10/2030 358.32 03/10/2000 85.0 12.750 674.29
246-02 56,250.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 77.7 12.100 582.93
246-02 86,900.28 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 11.350 861.40
246-02 25,092.26 0.00 02/10/2000 01/10/2015 178.32 03/10/2000 54.5 12.600 311.00
246-02 60,000.00 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 84.3 9.650 511.09
246-02 52,742.38 0.00 01/21/2000 12/21/2014 177.67 02/21/2000 65.9 11.400 518.36
246-02 34,550.00 0.00 02/24/2000 01/24/2025 298.78 02/24/2000 84.9 10.500 326.21
246-02 114,250.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 85.0 11.400 1,122.70
246-02 43,307.48 0.00 01/07/2000 12/07/2014 177.21 04/07/2000 89.8 12.500 463.90
246-02 38,400.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 12.750 417.29
246-02 68,000.00 0.00 02/03/2000 01/03/2030 358.09 03/03/2000 80.9 13.600 784.23
246-02 83,700.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 90.0 10.150 743.82
246-02 24,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.5 12.350 253.35
246-02 115,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 75.7 11.250 1,116.95
246-02 27,500.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 10.900 310.84
246-02 15,005.65 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.8 11.000 172.76
246-02 22,347.01 0.00 01/22/2000 12/22/2019 237.70 03/22/2000 80.0 13.750 274.93
246-02 14,613.32 0.00 02/04/2000 01/04/2015 178.13 04/04/2000 79.2 12.250 178.80
246-02 55,446.26 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 76.3 12.200 676.89
246-02 82,176.39 0.00 01/28/2000 12/28/2014 177.90 03/28/2000 75.0 10.650 763.93
246-02 20,786.33 0.00 01/09/2000 12/09/2014 177.27 03/09/2000 80.0 11.550 206.77
246-02 33,600.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 80.0 12.500 358.60
246-02 46,000.00 0.00 01/20/2000 12/20/2014 177.63 02/20/2000 68.7 13.100 585.04
246-02 19,948.44 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 79.8 14.000 266.35
246-02 19,285.36 0.00 02/10/2000 01/10/2015 178.32 03/10/2000 84.9 11.750 194.82
246-02 19,974.41 0.00 02/03/2000 01/03/2015 178.09 03/03/2000 75.2 9.650 210.66
246-02 19,600.00 0.00 03/01/2000 02/01/2010 119.00 03/01/2000 70.0 13.350 296.71
246-02 35,750.64 0.00 01/22/2000 12/22/2019 237.70 03/22/2000 84.3 12.550 410.28
246-02 14,855.08 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 78.4 13.100 190.77
246-02 53,315.96 0.00 01/10/2000 12/10/2014 177.30 03/10/2000 84.9 13.100 678.79
246-02 37,884.67 0.00 01/13/2000 12/13/2014 177.40 03/13/2000 79.9 11.850 452.41
246-02 38,811.68 0.00 02/20/2000 01/20/2025 298.65 03/20/2000 65.0 12.850 435.46
246-02 94,804.29 0.00 01/20/2000 12/20/2019 237.63 03/20/2000 69.8 10.750 964.47
246-02 144,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.6 10.900 1,360.48
246-02 15,915.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 85.9 13.600 193.30
246-02 50,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 11.050 478.05
246-02 53,983.14 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.6 10.750 605.31
246-02 20,600.00 0.00 02/05/2000 01/05/2015 178.16 03/05/2000 85.2 13.600 268.82
246-02 18,760.63 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 12.250 228.66
246-02 26,900.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 13.250 344.79
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 10 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802882241 ALAVI ROYA 5520 EAST ILIFF AVENUE DENVER CO 80222 97,100.00
246-02 915 802882704 ATKINSON MARK C COUNTY RT 4 HASTINGS NY 13076 75,673.00
246-02 915 802882985 RICHARDVILLE MICHELLE 67 BOX 7 BRUCEVILLE IN 47516 39,000.00
246-02 915 802883660 WOOD JAMES R 815 VINCENT LANE HAMILTON MT 59840 22,750.00
246-02 915 802883801 VOZZA DONALD D 352 WILDWOOD DRIVE ORANGE CT 06477 69,000.00
246-02 915 802884973 ENZMAN CHARLES R 870 WEST 134TH AVENUE #J WESTMINSTER CO 80234 20,000.00
246-02 915 802884981 LOFFERT MARK W 11508 GREENBRIAR LANE PARKER CO 80138 58,500.00
246-02 915 802886184 MONICO ANTHONY G 24 HERON TURN NEWARK DE 19702 48,750.00
246-02 915 802886333 MERTZ CHRISTINE E 8855 HILLS RD POMPEY NY 13104 57,457.00
246-02 915 802887117 SWAIN EDWARD E 334 GODWIN ROAD QUINCY FL 32351 69,000.00
246-02 915 802887885 DEMARTINO MARIE 468 CORTELYOU AVENUE STATEN ISLA NY 10312 36,000.00
246-02 915 802888073 BUHAGIAR MIKE 22793 MISSION BELLS STREET CORONA CA 91719 36,267.00
246-02 915 802889915 SHOVE RICHARD M 5 CRYSTAL STREET LENOX DALE MA 01240 30,000.00
246-02 915 802890129 BROWN GARY A 670 35TH AVENUE SOUTH SAINT PETER FL 33705 40,000.00
246-02 915 802890319 ERICKSON STEPHEN C 1115 CARLSON DRIVE COLORADO SP CO 80919 91,500.00
246-02 915 802890814 MACDONALD PATRICK BRADLEY 4774 ARDLEY DRIVE COLORADO SP CO 80922 21,500.00
246-02 915 802891143 KELLY JAMES J JR 2732 PARRISH STREET PHILADELPHI PA 19130 16,000.00
246-02 915 802891721 MURGATROYD DONALD J 3414 SW 6TH AVENUE CAPE CORAL FL 33914 18,000.00
246-02 915 802892166 STANTON JAN 1153 WEST 2ND STREET ELMIRA NY 14905 30,000.00
246-02 915 802892984 SHEA JANICE 235 OAKWOOD ROAD HUNTINGTON NY 11743 165,000.00
246-02 915 802894253 MCLEAN LYNN A 183 HILLCREST LANE GROSSE POIN MI 48236 85,000.00
246-02 915 802894840 JULIANI JOHN 654 LOWELL AVENUE CENTRAL ISL NY 11722 50,000.00
246-02 915 802894980 FERGUSON O. C. SR 102 WESTMEATH DRIVE MOORE SC 29369 60,396.00
246-02 915 802895144 CONNOR CHARLES RR 2 BOX 2389 SAYLORSBURG PA 18353 68,850.00
246-02 915 802895441 BACH JEFF W 673 CAMINO COURT SANTA ROSA CA 95401 29,000.00
246-02 915 802895706 FAIRCHILD ROBERT L 18208 EAST MANSFIELD AVENU AURORA CO 80013 52,000.00
246-02 915 802895979 MCDANIEL MAGALENE 1208 RAYFIELD DR BIRMINGHAM AL 35228 49,230.00
246-02 915 802896027 JARRARD CHARLES P 3838 BLACKSTOCK ROAD TALMO GA 30575 47,000.00
246-02 915 802896084 GROCE JACKIE ALLEN 8063 WEST CENTRAL AVENUE SHIRLEY IN 47384 25,384.00
246-02 915 802896696 MORRIS CHARLES E 1767 CHUCKATUCK AVE PETERSBURG VA 23805 54,000.00
246-02 915 802896845 SHANNON MICHAEL P 6902 44TH STREET WEST UNIVERSITY WA 98466 43,000.00
246-02 915 802897223 CAMERON CHAD E 10755 -57 WEST 8TH AVE LAKEWOOD CO 80215 100,000.00
246-02 915 802898767 HEUHS BOYD 5917 KYES ROAD LANSING MI 48911 25,400.00
246-02 915 802899484 FERRARA JOSEPH 6946 68TH AVENUE NORTH PINELLAS PA FL 33781 15,443.00
246-02 915 802899880 RELLA ROBERT R 5915 NORTHWEST 62ND TERRAC GAINESVILLE FL 32653 60,500.00
246-02 915 802902908 CARSON MARK S 303 NORTH WALLS ROAD NASHVILLE IN 47448 57,800.00
246-02 915 802903179 FANNING JOSEPH E 16168 WEST 70TH PLACE ARVADA CO 80007 25,000.00
246-02 915 802903294 MAXWELL RHETT L 12259 SOUTH 2090 WEST RIVERTON UT 84065 36,650.00
246-02 915 802904623 SOTO MIGUEL A 222 MYRTLE AVENUE PASSAIC NJ 07055 250,000.00
246-02 915 802904896 LOWE LORNA B. 2600 ENDSLEY ROAD BROOKSVILLE FL 34609 64,600.00
246-02 915 802904987 BRADLEY BARBARA 26130 PLUM INKSTER MI 48141 57,200.00
246-02 915 802905083 MCCUTCHEON JOHN 6709 MUSKET DRIVE LOUISVILLE KY 40228 15,285.00
246-02 915 802905471 MIROCHNIK MICHAEL 4 RHODES LANE FOXBORO MA 02035 31,250.00
246-02 915 802905703 CARTER DELORIES N 3806 FERNHILL AVENUE BALTIMORE MD 21215 76,500.00
246-02 915 802907212 HILTON LAWRENCE W 1144 BOUND TREE ROAD CONTOOCOOK NH 03229 80,000.00
246-02 915 802907576 CIPCIC LEONARD N 5641 DELLAGLEN STREET PITTSBURGH PA 15207 13,800.00
246-02 915 802907733 LLANEZA MAX 6930 JOCKEY CLUB LANE HAYMARKET VA 20169 45,500.00
246-02 915 802907790 THOMPSON BARBARA 165 LACONIA AVENUE ROANOKE VA 24017 67,455.00
246-02 915 802908368 TAYLOR KAREN 209 MONTEREY PINE ROAD MAMMOTH LAK CA 93546 45,000.00
246-02 915 802909200 BREMS GEORGE E JR 954 YALE STREET NORTH SAINT PETER FL 33713 38,660.00
246-02 915 802909481 RUONA RUSSELL 8344 ELLIOT AVE S BLOOMINGTON MN 55420 61,200.00
246-02 915 802909747 HILL JAMES 3730 ROUTE 20A ORANGEBURG NY 14569 100,000.00
246-02 915 802911172 RAUCH SARI R 97 SUMMIT WAY SYOSSET NY 11791 60,000.00
246-02 915 802912485 HART ROSALIND M 6740 GRAND RIVER LAINSBURG MI 48848 30,400.00
246-02 915 802914705 CROSBY MONIKA 19346 TEPPERT DETROIT MI 48234 62,400.00
246-02 915 802915322 HESLOP JOHN C 6081 SOUTH ROBB WAY LITTLETON CO 80127 53,000.00
246-02 915 802915462 NATION THELMA LOUISE 7351 NORTHWEST 165TH STREE TRENTON FL 32644 39,500.00
246-02 915 802916262 EWERTZ DAVID C 18292 COUNTY ROAD 22 FORT LUPTON CO 80621 55,774.00
246-02 915 802916908 PANETTA AMY 9 KING ROAD MASTIC BEAC NY 11951 24,300.00
246-02 915 802917203 SUMSKI CAROL A 10205 EDEN DRIVE NORTHEAST ALBUQUERQUE NM 87112 15,816.00
246-02 915 802917369 LEGRIED KENNETH L 9125 SUMMIT PARKER CO 80138 52,709.00
246-02 915 802918334 PINNER RONALD M 102 BUSTO DRIVE LUTZ FL 33548 30,000.00
246-02 915 802919738 STONE BEAUNNA 307 EAST NOEL AVENUE MADISONVILL KY 42431 33,360.00
246-02 915 802919910 SADTLER JENNIFER M 10 GIBBONS BLVD COCKEYSVILL MD 21030 57,000.00
246-02 915 802921114 MYERS SUZANNE K 368 FIRST STREET TROY NY 12180 91,200.00
246-02 915 802921841 OBERHOLSER ROBERT C 220 ASH ROAD COATESVILLE PA 19320 23,200.00
246-02 915 802922278 FONTES AMERICO 50 DIVISION STREET BROCKTON MA 02301 30,000.00
246-02 915 802922773 HUGHES MARGARET J 21214 WATERCRESS CIRCLE GERMANTOWN MD 20876 40,000.00
246-02 915 802922781 TOMISMAN GERALD J JR 213 WASHINGTON AVE RENSSELAER NY 12144 17,712.00
246-02 915 802923458 WININGER MICHAEL F 5147 NORTH CO RD 500 WEST ORLEANS IN 47452 26,000.00
246-02 915 802923565 REFFITT DIANE BAILEY 295 S WARE CHAPEL ROAD JEFFERSONVI KY 40337 33,600.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 97,100.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 70.0 10.750 906.41
246-02 75,554.53 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.9 11.150 729.24
246-02 38,837.60 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 84.7 10.150 422.68
246-02 22,750.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 85.1 12.750 284.11
246-02 69,000.00 0.00 01/22/2000 12/22/2014 177.70 02/22/2000 84.6 12.100 715.06
246-02 19,928.12 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 84.9 12.750 217.34
246-02 58,500.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 88.8 10.900 661.24
246-02 48,750.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 75.0 11.100 467.95
246-02 57,350.45 0.00 01/23/2000 12/23/2029 357.73 03/23/2000 90.0 11.400 564.61
246-02 69,000.00 0.00 02/27/2000 01/27/2015 178.88 02/27/2000 75.0 13.500 790.33
246-02 35,856.85 0.00 01/15/2000 12/15/2014 177.47 03/15/2000 85.9 13.100 401.05
246-02 36,267.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 83.5 11.150 349.50
246-02 29,915.99 0.00 01/24/2000 12/24/2014 177.76 03/24/2000 85.2 12.350 366.83
246-02 40,000.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 80.0 12.000 411.45
246-02 91,500.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 82.2 11.150 953.81
246-02 21,500.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.7 12.250 225.30
246-02 15,989.86 0.00 02/01/2000 01/01/2010 118.00 03/01/2000 71.3 13.100 239.84
246-02 18,000.00 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 52.6 12.100 217.19
246-02 29,751.76 0.00 01/27/2000 12/27/2009 117.86 03/27/2000 76.9 11.900 428.68
246-02 165,000.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 67.3 8.990 1,326.44
246-02 84,970.93 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 75.0 14.000 1,007.15
246-02 48,979.13 0.00 01/28/2000 12/28/2014 177.90 04/28/2000 65.5 13.000 632.63
246-02 60,396.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 74.9 13.250 718.37
246-02 68,539.22 0.00 03/08/2000 02/08/2015 179.28 04/08/2000 85.0 10.400 624.66
246-02 29,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 83.4 12.350 354.61
246-02 51,997.46 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 69.9 12.600 559.01
246-02 49,230.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 90.0 11.900 502.60
246-02 46,823.07 0.00 01/28/2000 12/28/2019 237.90 03/28/2000 72.3 11.600 504.46
246-02 25,106.77 0.00 02/05/2000 01/05/2015 178.16 04/05/2000 90.0 12.150 307.10
246-02 54,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 80.0 10.500 493.96
246-02 42,931.50 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 80.9 13.100 479.03
246-02 100,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.6 12.000 1,028.61
246-02 25,400.00 0.00 02/04/2000 01/04/2015 178.13 02/04/2000 31.7 12.650 274.04
246-02 15,369.55 0.00 01/28/2000 12/28/2014 177.90 03/28/2000 89.8 11.650 181.88
246-02 60,500.00 0.00 01/24/2000 12/24/2019 237.76 02/24/2000 69.3 12.100 670.38
246-02 57,567.95 0.00 02/19/2000 01/19/2015 178.62 03/19/2000 85.0 11.900 590.09
246-02 25,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 83.5 10.650 231.49
246-02 36,650.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.6 12.600 394.00
246-02 250,000.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 50.0 10.350 2,470.81
246-02 64,597.67 0.00 02/28/2000 01/28/2015 178.92 03/28/2000 85.0 10.400 586.10
246-02 57,200.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 65.0 12.740 621.14
246-02 15,285.00 0.00 02/03/2000 01/03/2015 178.09 03/03/2000 79.9 13.250 195.91
246-02 31,250.00 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 85.9 12.500 385.16
246-02 76,429.54 0.00 03/14/2000 02/14/2015 179.47 05/14/2000 90.0 11.400 751.74
246-02 80,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 69.5 10.600 737.78
246-02 13,800.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.9 13.350 177.79
246-02 44,405.75 0.00 02/05/2000 01/05/2015 178.16 06/05/2000 79.0 9.650 387.58
246-02 67,455.00 0.00 02/28/2000 01/28/2015 178.92 02/28/2000 90.0 11.650 675.73
246-02 45,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 66.5 10.350 493.25
246-02 38,406.46 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 79.7 10.675 431.55
246-02 61,093.59 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 69.6 12.350 748.34
246-02 99,600.01 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 69.0 9.850 955.10
246-02 59,198.01 0.00 01/20/2000 12/20/2014 177.63 03/20/2000 83.9 10.900 566.86
246-02 30,254.00 0.00 02/20/2000 01/20/2015 178.65 03/20/2000 80.0 12.750 379.65
246-02 62,306.38 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 80.0 14.150 746.77
246-02 53,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 84.6 13.600 643.73
246-02 39,500.00 0.00 02/24/2000 01/24/2025 298.78 02/24/2000 79.0 11.000 387.14
246-02 55,774.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.9 11.150 537.48
246-02 24,050.49 0.00 01/27/2000 12/27/2009 117.86 03/27/2000 89.9 10.650 329.94
246-02 15,816.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 14.500 193.68
246-02 52,598.60 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.8 12.250 641.10
246-02 30,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 71.1 11.500 297.09
246-02 33,360.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 80.0 12.750 362.52
246-02 56,795.52 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 82.9 11.400 662.25
246-02 91,046.94 0.00 02/20/2000 01/20/2030 358.65 03/20/2000 88.5 10.775 853.05
246-02 23,200.00 0.00 02/06/2000 01/06/2015 178.19 03/06/2000 89.9 11.650 232.41
246-02 29,882.59 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 83.4 11.500 297.09
246-02 40,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 75.0 13.500 519.33
246-02 17,712.00 0.00 12/18/1999 11/18/2014 176.58 02/18/2000 75.5 12.350 216.58
246-02 26,000.00 0.00 03/07/2000 02/07/2020 239.24 03/07/2000 57.7 10.850 265.72
246-02 33,544.04 0.00 02/18/2000 01/18/2025 298.59 03/18/2000 80.0 13.250 385.29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 11 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802923862 STAMBAUGH PAUL W 5698 SOUTH STONEBRIDGE MORRISON CO 80465 105,000.00
246-02 915 802923870 WARNER JACK 532 WEST COUNTY ROAD 72 WELLINGTON CO 80549 19,000.00
246-02 915 802923953 BALSAMO MARY ANN 715 SCOTT AVENUE JEANNETTE PA 15644 30,000.00
246-02 915 802925834 RING BENNIE F 436 BOWLES STREET NEPTUNE BEA FL 32266 35,000.00
246-02 915 802926535 BUSBY KREG 1990 PAGES LAKE ROAD SAINT PAULS NC 28384 64,800.00
246-02 915 802926675 ELLIS JAMES E 60037 US 31 SOUTH SOUTH BEND IN 46614 10,000.00
246-02 915 802927756 ROUSSEAU JOHN A 2341 MAYFIELD COURT #8 NAPLES FL 34105 34,274.00
246-02 915 802928499 MAYO KIM M 3393 SUTTON RD SHAKER HTS OH 44120 10,000.00
246-02 915 802928911 VEGA LUCIA 120 EXCHANGE STREET LAWRENCE MA 01841 15,000.00
246-02 915 802929448 OWENS BRUCE L 5565 NORTH ENOCH ROAD ENOCH UT 84720 11,200.00
246-02 915 802929547 BITTINGER LESLIE P 19215 DOVE ROAD LAND O LAKE FL 34639 67,500.00
246-02 915 802930354 QUINN JOHN E 12130 EAST POINSETTIA DR SCOTTSDALE AZ 85259 52,000.00
246-02 915 802931006 SHUB GALINA 12 JACKIE DRIVE MARLBORO NJ 07751 75,000.00
246-02 915 802933309 FOX THOMAS G 12337 COUNTY HWY NN GREENLEAF WI 54126 55,500.00
246-02 915 802933440 LYNCH TODD M 680 SOUTH END ROAD NORTH HERO VT 05474 65,000.00
246-02 915 802933515 ASMAR THAIR 29896 NEWBERRY CT FARMINGTON MI 48331 51,000.00
246-02 915 802934349 DAVIS ANTONIO 20531 SANTA ROSA ST DETROIT MI 48221 45,600.00
246-02 915 802935619 JONES DION 676 DOUGLAS AVENUE CALUMET CIT IL 60409 42,400.00
246-02 915 802935684 CORNETTA CHARLES L 189 12 43RD ROAD FLUSHING NY 11358 54,000.00
246-02 915 802936971 MULLEN KELLY A 113 GILES ROAD EAST KINGST NH 03827 85,000.00
246-02 915 802937698 PURVIS KENNETH L 2030 WILSON AVENUE MADISON IN 47250 65,100.00
246-02 915 802938944 WILSON LESLIE 507 BAYLOR TERRACE INVERNESS FL 34450 35,000.00
246-02 915 802939504 BOSTIC JOHN J 3741 GIDEON DRIVE WAKE FOREST NC 27587 51,000.00
246-02 915 802940122 CALDWELL JOHN ALAN 3399 WEST LAUREL LANE LITTLETON CO 80123 15,750.00
246-02 915 802940700 GILL VALERIE 3627 3629 E 140TH ST CLEVELAND OH 44120 60,000.00
246-02 915 802941658 HERNANDEZ JOHN 6840 WEST 80TH CIRCLE ARVADA CO 80003 31,182.00
246-02 915 802943209 GARNER JOHN J 165 SMITH ROAD CLARKSVILLE VA 23927 85,500.00
246-02 915 802943647 SARGINDO RITA 14956 PATTERSON DR SHELBY TWP MI 48315 37,500.00
246-02 915 802944447 ROBINSON SULEANER ANN 402 BOTETOURT STREET LYNCHBURG VA 24504 60,775.00
246-02 915 802945345 BARRETT CATHY HICKS 172 CRABTREE PLACE CARTHAGE NC 28327 79,050.00
246-02 915 802947614 WIJARANARONG YODCHAI 1115 3RD WAY NORTH FORT FL 33903 24,300.00
246-02 915 802948471 MARCILLA RUBEN D 1008 EAST 32ND AVENUE SPOKANE WA 99203 18,000.00
246-02 915 802948893 STRAUB BRIAN E 9605 EL CLAIR RANCH BOYNTON BEA FL 33437 36,000.00
246-02 915 802949248 NEMITZ JEFFREY 9740 SOUTH CHURCH STREET BRIDGEMAN MI 49106 24,400.00
246-02 915 802949438 DIENES GERALD JR 16810 BRADGATE AVE CLEVELAND OH 44111 18,815.00
246-02 915 802950048 RIVERA BRENNEN J. 21831 NW 1 STREET PEMBROKE PI FL 33029 66,600.00
246-02 915 802951715 WHATLEY ERIC J 4264 SOUTH BISCAY CIRCLE AURORA CO 80013 30,300.00
246-02 915 802952374 HARRISON MICHAEL 2340 SHEVLIN FERNDALE MI 48220 75,000.00
246-02 915 802953448 KAUR LAKHWINDER 82 8 242ND STREET BELLEROSE NY 11426 174,000.00
246-02 915 802954560 BAKER ELMER E 3487 KNOX TERRACE PORT CHARLO FL 33948 24,000.00
246-02 915 802954826 MERRILL LARRY ROUTE 3 BOX 59E ELIZABETH WV 26143 78,000.00
246-02 915 802955401 BARRIOS CRISTOBAL JR 268 NORTHWEST 59TH TERRACE MIAMI FL 33127 42,500.00
246-02 915 802955674 STANLEY NATHANIEL J III 205 20TH STREET SOUTHWEST BIRMINGHAM AL 35211 32,000.00
246-02 915 802956854 DROSSOS JOANNA L 3901 DORAL DRIVE TAMPA FL 33634 51,500.00
246-02 915 802956946 WILSON JAMES 133 ROSEDALE CT DETROIT MI 48202 29,200.00
246-02 915 802957548 EL SHRAFI WALID 21 HARRISON AVENUE PEABODY MA 01960 44,500.00
246-02 915 802957712 HAMMOND WILLIAM J II 23 ORCHARD STREET LOCKPORT NY 14094 48,150.00
246-02 915 802958579 KAUTZ MICHAEL T. 1480 EAST DAVIDSON STREET BARTOW FL 33830 44,000.00
246-02 915 802958934 JACKSON RONNIE D JR 9474 OLD PLANK ROAD JACKSONVILL FL 32220 39,200.00
246-02 915 802959064 BONVENTRE JOSEPH 83 PLASKON DRIVE SHELTON CT 06464 72,500.00
246-02 915 802959528 REEVES RAYMOND G 4365 NORTH HOMESTEAD TUCSON AZ 85749 43,700.00
246-02 915 802960484 SMITH EMMITT 16134 MARK TWAIN DETROIT MI 48235 44,000.00
246-02 915 802961177 KOEHLER KENNETH L RR 1 BOX 292J PINE GROVE PA 17963 54,000.00
246-02 915 802961417 MARCUM GLADYS J 8157 TOUCAN TRAIL SPRINGHILL FL 34606 9,228.00
246-02 915 802961656 MILLER TONY 17536 GILCHRIST DETROIT MI 48235 38,250.00
246-02 915 802961664 BERGER DAN 38 WOODBINE AVENUE STONY BROOK NY 11790 109,000.00
246-02 915 802962019 AKE EDWARD M 4185 BROADWAY AVENUE LOUISVILLE OH 44641 128,000.00
246-02 915 802962233 REESE WILLIAM H. 15823 NORTH MICHIGAN ARGOS IN 46501 50,000.00
246-02 915 802962266 JACOBS MONTISA 210 SHANDS STREET CLINTON SC 29325 36,550.00
246-02 915 802962340 MARCOCCIA SILVIO 321 323 SILVER STREET SHARON PA 16146 24,500.00
246-02 915 802962555 STAPCHUK MARK ONE EISENHARDT LOOP ROAD CAIRO NY 12431 78,400.00
246-02 915 802962753 VAN DOREN LEWIS F 2665 EAST MARY LUE STREET INVERNESS FL 34453 40,500.00
246-02 915 802963041 WHITE MORRIS 1809 MARION STATE ROAD FAIRMONT NC 28340 37,500.00
246-02 915 802963215 CRISCUOLO ANDRIA 40 GALLOPING CIRCLE BELFORD NJ 07718 268,800.00
246-02 915 802963454 JAMES RICHARD E 613 RED TIP LANE DARLINGTON SC 29540 49,600.00
246-02 915 802963512 HOBBS RICARDO D 11730 MEYERS DETROIT MI 48227 24,000.00
246-02 915 802963652 FOSTER RODNEY 542 EAGLE RIDGE LANE GLADWIN MI 48624 72,250.00
246-02 915 802963959 MUKES JOE 4422 SOTH BERKELEY AVENUE CHICAGO IL 60653 102,000.00
246-02 915 802964429 TILMON BILLY D 5302 ELKHART STREET DENVER CO 80239 21,946.00
246-02 915 802964619 KANSKI BETTY M 3624 BISCAYNE PLACE PHILADELPHI PA 19154 68,400.00
246-02 915 802965582 THOMAS MICHELINE 155 NE 65 STREET MIAMI FL 33127 56,700.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 105,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 66.8 10.850 988.06
246-02 18,929.00 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 71.1 13.500 246.68
246-02 30,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 66.6 7.900 284.97
246-02 35,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 80.9 10.375 384.18
246-02 64,778.00 0.00 01/24/2000 12/24/2029 357.76 03/24/2000 90.0 11.400 636.77
246-02 9,997.67 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 77.4 11.500 99.03
246-02 34,274.00 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 85.9 11.400 336.80
246-02 9,998.44 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 80.4 13.100 127.18
246-02 14,976.52 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 81.6 11.750 177.62
246-02 11,200.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 77.7 10.400 123.11
246-02 67,467.68 0.00 02/01/2000 01/01/2030 358.00 03/01/2000 90.0 11.050 645.37
246-02 52,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 79.9 13.500 595.62
246-02 74,643.55 0.00 01/20/2000 12/20/2014 177.63 03/20/2000 75.3 10.850 845.40
246-02 55,500.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 75.0 13.500 635.70
246-02 65,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 73.0 13.500 744.52
246-02 51,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 87.9 12.250 620.31
246-02 45,600.00 0.00 03/08/2000 02/08/2030 359.28 03/08/2000 80.0 13.500 522.31
246-02 42,400.00 0.00 03/08/2000 02/08/2030 359.28 03/08/2000 84.9 13.350 480.66
246-02 53,902.30 0.00 01/27/2000 12/27/2019 237.86 03/27/2000 83.5 9.900 517.54
246-02 84,603.54 0.00 01/27/2000 12/27/2019 237.86 03/27/2000 84.9 12.350 956.75
246-02 65,100.00 0.00 03/10/2000 02/10/2030 359.34 03/10/2000 70.0 12.350 687.22
246-02 35,000.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 51.4 12.750 380.34
246-02 51,000.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 85.0 11.750 514.80
246-02 15,750.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 74.9 13.670 182.52
246-02 59,954.27 0.00 03/01/2000 02/01/2030 359.00 05/01/2000 80.0 13.000 663.72
246-02 31,182.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.8 10.650 347.59
246-02 85,500.00 0.00 02/04/2000 01/04/2015 178.13 02/04/2000 90.0 11.250 830.43
246-02 37,399.12 0.00 02/05/2000 01/05/2015 178.16 03/05/2000 90.0 11.750 378.53
246-02 60,540.63 0.00 03/09/2000 02/09/2030 359.31 04/09/2000 85.0 11.250 590.28
246-02 78,778.82 0.00 02/05/2000 01/05/2030 358.16 03/05/2000 85.0 9.900 687.89
246-02 24,300.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 90.0 11.150 234.17
246-02 18,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 86.2 11.150 173.46
246-02 36,000.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.8 11.650 423.99
246-02 24,340.34 0.00 02/28/2000 01/28/2015 178.92 03/28/2000 89.3 12.150 295.20
246-02 18,812.89 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 78.7 13.250 241.16
246-02 66,527.43 0.00 02/07/2000 01/07/2030 358.22 03/07/2000 90.0 11.400 654.46
246-02 30,300.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 89.8 12.150 366.58
246-02 74,878.49 0.00 02/17/2000 01/17/2030 358.55 03/17/2000 76.5 14.400 912.45
246-02 174,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 75.0 11.990 1,788.45
246-02 23,851.11 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 89.5 11.650 282.66
246-02 78,000.00 0.00 02/04/2000 01/04/2030 358.13 03/04/2000 86.6 11.900 796.32
246-02 42,500.00 0.00 02/28/2000 01/28/2030 358.92 02/28/2000 85.0 12.950 468.47
246-02 32,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 13.850 375.37
246-02 51,500.00 0.00 02/05/2000 01/05/2015 178.16 03/05/2000 84.5 11.000 490.45
246-02 29,200.00 0.00 02/19/2000 01/19/2015 178.62 02/19/2000 80.0 14.150 349.45
246-02 44,500.00 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 81.9 11.850 529.79
246-02 48,064.33 0.00 02/04/2000 01/04/2015 178.13 03/04/2000 90.0 12.150 582.54
246-02 44,000.00 0.00 03/11/2000 02/11/2030 359.38 03/11/2000 74.5 11.450 434.05
246-02 39,200.00 0.00 02/14/2000 01/14/2025 298.45 03/14/2000 70.0 10.625 373.62
246-02 72,500.00 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 89.9 11.200 701.41
246-02 43,491.93 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 79.8 12.210 456.58
246-02 43,776.85 0.00 03/04/2000 02/04/2015 179.15 04/04/2000 57.1 11.600 516.80
246-02 53,980.95 0.00 02/05/2000 01/05/2030 358.16 03/05/2000 80.0 11.050 516.30
246-02 9,217.03 0.00 02/01/2000 01/01/2015 178.00 03/01/2000 84.9 10.775 103.59
246-02 38,250.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.0 12.500 408.23
246-02 109,000.00 0.00 02/06/2000 01/06/2020 238.19 03/06/2000 80.8 9.000 980.70
246-02 128,000.00 0.00 03/08/2000 02/08/2030 359.28 03/08/2000 80.0 8.900 1,020.72
246-02 50,000.00 0.00 03/03/2000 02/03/2015 179.11 03/03/2000 70.4 11.850 508.54
246-02 36,523.41 0.00 03/07/2000 02/07/2030 359.24 05/07/2000 85.0 13.600 421.53
246-02 24,500.00 0.00 03/08/2000 02/08/2030 359.28 03/08/2000 70.0 12.700 265.29
246-02 78,400.00 0.00 02/25/2000 01/25/2030 358.82 03/25/2000 80.0 10.650 725.96
246-02 40,500.00 0.00 03/01/2000 02/01/2025 299.00 03/01/2000 90.0 11.150 401.35
246-02 37,449.76 0.00 01/28/2000 12/28/2024 297.90 03/28/2000 75.0 15.500 494.90
246-02 268,800.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 80.0 13.200 3,015.54
246-02 49,521.17 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 80.0 10.400 545.21
246-02 23,928.67 0.00 02/05/2000 01/05/2030 358.16 04/05/2000 55.8 12.750 260.81
246-02 72,250.00 0.00 02/01/2000 01/01/2030 358.00 03/01/2000 85.0 9.900 628.71
246-02 102,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.0 12.500 1,088.60
246-02 21,946.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.9 12.750 238.49
246-02 68,400.00 0.00 03/11/2000 02/11/2030 359.38 03/11/2000 90.0 11.900 698.31
246-02 56,700.00 0.00 02/28/2000 01/28/2030 358.92 02/28/2000 90.0 11.400 557.17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 12 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 802965848 EDMISTON ROBERT W 221 SOUTH JULIAN STREET EBENSBURG PA 15931 18,000.00
246-02 915 802966119 KAUFMAN PHILIP D 5144 CAPTAIN WILLIAMS ROAD COCHRANTON PA 16314 27,300.00
246-02 915 802966432 WOODS JESSIE MAE 7003 LEMINGTON AVENUE PITTSBURGH PA 15206 28,000.00
246-02 915 802967083 EVANS JERRY M 713 WRIGHT STREET WILMINGTON NC 28401 85,500.00
246-02 915 802967760 SCHULZ KIMBERLY L 1150 KILLIAN RD AKRON OH 44312 108,000.00
246-02 915 802968081 WAGNER DIANNE 243 LAGO VISTA STREET DEBARY FL 32713 40,000.00
246-02 915 802968347 CARR FARRAH Y 241 S WALCOTT ST INDIANAPOLI IN 46201 22,950.00
246-02 915 802968545 DALE CONSTANCE 6305 BIG SPRING ROAD VINE GROVE KY 40175 76,500.00
246-02 915 802968644 BOSKET ERVIN TYRONE SR 29 NORTH 14TH STREET ALLENTOWN PA 18102 61,500.00
246-02 915 802968834 COSTELLO TIMOTHY PATRICK 106 OAKSIDE COURT LOUISBURG NC 27549 60,000.00
246-02 915 802969527 BOLDT EGON W E 3129 CHEROKEE LANE PROVO UT 84604 56,000.00
246-02 915 802970194 PLATZ SANDRA L 5623 CHERRY TREE COURT LAKELAND FL 33811 45,000.00
246-02 915 802970905 TAYLOR JUDY MCINTYRE 3601 EAST COMMANCHE AVENUE TAMPA FL 33610 30,000.00
246-02 915 802970913 STRICKLAND JAMES 11914 WOODSIDE DRIVE RIVERVIEW FL 33569 60,000.00
246-02 915 802972208 HARRISON BUFORD E 2009 NORTHWEST HOWARD AVEN ARCADIA FL 34266 52,700.00
246-02 915 802973305 EDENFIELD STEVE 7585 PLEASANT DRIVE HAINES CITY FL 33844 40,800.00
246-02 915 802974667 MARION ROBERT 9 COUNTRY AVENUE ROAD OMAK WA 98841 90,000.00
246-02 915 802975425 HILL GEORGIA H 9805 SANDUSKY AVENUE CLEVELAND OH 44105 40,625.00
246-02 915 802975516 SAXON WENDY R 2049 SPRINGFIELD TUSCULUM GUYTON GA 31312 75,000.00
246-02 915 802975763 WHITT LILLIAN 2032 6TH STREET EAST TUSCALOOSA AL 35404 47,500.00
246-02 915 802976449 MCWHORTER ELTON LOUISE 454 BAINBRIDGE STREET MONTGOMERY AL 36104 34,000.00
246-02 915 802977157 STYLES TOMMY L 23512 FELCH ST WARRENSVILL OH 44128 58,500.00
246-02 915 802978148 DILLS DANNY CLAIN 5765 HUDSON CHAPEL RD CATAWBA NC 28609 75,200.00
246-02 915 802978890 IPEK HADI 106 SOUTH LAKE ALBANY NY 12203 104,000.00
246-02 915 802980458 PERALTA NARCISO R 357 361 DYER AVENUE CRANSTON RI 02920 94,500.00
246-02 915 802980821 CZERPAK LAWRENCE F 67 DRISCOLL STREET PLYMOUTH PA 18651 53,000.00
246-02 915 802981050 SIZEMORE JOSEPH L 2362 MOMENCE COURT ALFORD FL 32420 50,000.00
246-02 915 802982025 REID RANDELL M 125 WARRENTON AVENUE HARTFORD CT 06105 34,750.00
246-02 915 802982116 BROWNLEE LARRY 112 FOY STREET FUNSTON GA 31753 66,300.00
246-02 915 802982629 KALAKIS MICHEAL GEORGE 857 WEST CLOVER MEADOW DRI MURRAY UT 84123 22,000.00
246-02 915 802982702 KENNEDY STEVEN L 51988 WEST FLAMINGO ROAD MARICOPA AZ 85239 62,400.00
246-02 915 802982876 LACHCIK THOMAS J SR 5658 RICHARDSON PINCONNING MI 48650 71,400.00
246-02 915 802983262 JONES HENRY 3502 MARMION AVE FLINT MI 48506 40,000.00
246-02 915 802983544 CULBERT JAMES J SR 623 NORTH 7TH STREET POTTSVILLE PA 17901 26,350.00
246-02 915 802984088 KORALIA BRENDA 4648 PLEASURE RIDGE RD S.E CORYDON IN 47112 72,800.00
246-02 915 802984161 LAUER KURT 4051 N COUNTY ROUTE 17 WILLIAMSTOW NY 13493 79,370.00
246-02 915 802984369 URRA NELSON 7506 HUBERT AVENUE NORTH TAMPA FL 33614 17,400.00
246-02 915 802984617 GREEN TERRY 6A RAY OWENS ROAD APPLING GA 30802 92,230.00
246-02 915 802984815 FORTUNE ROBERT W. 1064 FOREST BURTON MI 48509 53,900.00
246-02 915 802984971 FLEMING MICHAEL A 15404 FLOWER GAP ROAD BORDEN IN 47106 42,000.00
246-02 915 802985176 SCHANDELMEIE MELVIN G 1845 BRAGGTOWN ROAD EAST BERLIN PA 17316 112,000.00
246-02 915 802985598 WENDEL JEFFERY D 1196 EAST SYCAMORE DRIVE BRIGHAM CIT UT 84302 49,000.00
246-02 915 802986240 RITCHIE BARBARA 4692 FIREBROOK BLVD LEXINGTON KY 40513 49,199.00
246-02 915 802986430 TRONOSKY DIANE V 3 AXE HANDLE LANE GREENTOWN PA 18426 93,200.00
246-02 915 802988295 HURLEY KEVIN 28 NORTON ST PATCHOGUE NY 11772 92,000.00
246-02 915 802988402 ROBERSON KARY 1342 SIXTH MUSKEGON MI 49441 34,000.00
246-02 915 802988980 BARBER CLAUDE DANIEL 705 BEAUMONT ROAD ROCK SPRING GA 30739 48,000.00
246-02 915 802989277 FARRINGTON DARRIN M 289 BETHEL ROAD WEST PARIS ME 04289 64,000.00
246-02 915 802989400 GLASSEN ROBERT G 1136 WILDWOOD LANE LUTZ FL 33549 37,000.00
246-02 915 802990226 MCKAY PAUL M 6041 BUNKER HILL FLINT MI 48506 48,700.00
246-02 915 802991299 LATTIMORE QUIMESHA 2533 CIVITAN AVENUE LAKELAND FL 33801 40,035.00
246-02 915 802991711 CARRELL CALVIN 1441 WALLACE CHICAGO HEI IL 60411 28,200.00
246-02 915 802992933 MILLER ALVINA E 1112 SOUTH RUBY STREET PHILADELPHI PA 19143 45,375.00
246-02 915 802992982 RANDALL EVA 1215 WEST AIRDRIE STREET PHILADELPHI PA 19140 18,000.00
246-02 915 802993196 PAGE CAROL M 3909 ELIZA STREET WEST MIFFLI PA 15122 21,000.00
246-02 915 802993279 BICA JERRY 1385 JOHNSON AVE SALEM OH 44460 17,500.00
246-02 915 802993337 IVEY LEONARD 594 HARMON DETROIT MI 48202 36,000.00
246-02 915 802993410 MICKLOS ANDREW 547 DOE RUN ROAD NANCY KY 42544 34,500.00
246-02 915 802993691 WALL ANTHONY 38 WOODLAWN AVENUE YONKERS NY 10704 185,300.00
246-02 915 802994285 SMITH DELORIS H 50 EAST HUDSON STREET LONG BEACH NY 11561 261,000.00
246-02 915 802995662 TRUSSELL CHARLES 2341 OTTELLO AVENUE DAYTON OH 45414 77,400.00
246-02 915 802995803 RITTER LEE JR 2521 AUSTIN SMITH COURT NORTH FORT FL 33917 64,600.00
246-02 915 802996793 WASHINGTON DORIS 2417 EAGLE DRIVE CHARLESTON SC 29406 23,250.00
246-02 915 802996959 BURT JEFFREY 11154 CLIO RD VIENNA TOWN MI 48420 45,000.00
246-02 915 802997163 ALLEN BETTYE G 1019 COOPER SE GRAND RAPID MI 49507 77,350.00
246-02 915 803000330 YURKUNAS DARREN J 250 KITTATINNY LANE LEHIGHTON PA 18235 69,200.00
246-02 915 803002138 WILLIAMS LAWRENCE HOWARD 1333 10 STREET WEST PALM B FL 33401 46,750.00
246-02 915 803003250 REED YVONNE B 378 WEST MILNE STREET PHILADELPHI PA 19144 34,850.00
246-02 915 803003896 ALFRED WINSTON 114 05 166TH STREET JAMAICA NY 11434 167,000.00
246-02 915 803004092 MCKINNEY JIMMY LAMAR 435 HILLTOP DRIVE ANNISTON AL 36201 60,400.00
246-02 915 803004308 MILLER LISA 305 LOWER CLIFTON ROAD VERSAILLES KY 40383 39,500.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 18,000.00 0.00 02/07/2000 01/07/2020 238.22 03/07/2000 73.2 10.900 184.57
246-02 27,300.00 0.00 02/05/2000 01/05/2015 178.16 03/05/2000 89.9 12.150 330.29
246-02 28,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.8 12.250 340.56
246-02 85,426.08 0.00 03/01/2000 02/01/2030 359.00 05/01/2000 90.0 11.900 872.89
246-02 108,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 10.250 967.79
246-02 39,512.37 0.00 02/04/2000 01/04/2015 178.13 04/04/2000 70.5 10.500 442.16
246-02 22,950.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 85.0 13.350 260.17
246-02 76,367.63 0.00 02/26/2000 01/26/2015 178.85 03/26/2000 85.0 12.000 786.89
246-02 61,500.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 68.7 8.000 587.73
246-02 59,857.91 0.00 02/14/2000 01/14/2030 358.45 03/14/2000 72.2 11.750 605.65
246-02 56,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 89.5 11.900 571.72
246-02 44,969.51 0.00 02/24/2000 01/24/2025 298.78 03/24/2000 90.0 11.900 470.63
246-02 30,000.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 49.1 10.150 325.14
246-02 59,995.96 0.00 02/18/2000 01/18/2015 178.59 03/18/2000 75.0 12.350 633.38
246-02 52,659.00 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 85.0 11.150 507.86
246-02 40,800.00 0.00 02/26/2000 01/26/2025 298.85 02/26/2000 85.0 11.900 426.70
246-02 90,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 88.2 11.900 918.83
246-02 40,625.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 65.0 12.990 449.08
246-02 74,827.69 0.00 02/07/2000 01/07/2030 358.22 03/07/2000 75.0 14.350 909.47
246-02 47,500.00 0.00 03/04/2000 02/04/2020 239.15 03/04/2000 74.2 9.650 447.43
246-02 34,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.0 13.350 385.43
246-02 58,232.28 0.00 03/07/2000 02/07/2030 359.24 04/07/2000 58.5 12.740 635.26
246-02 75,200.00 0.00 03/11/2000 02/11/2030 359.38 03/11/2000 80.0 13.450 858.39
246-02 104,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 63.8 12.100 1,077.77
246-02 94,500.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 90.0 11.500 935.83
246-02 53,000.00 0.00 02/12/2000 01/12/2030 358.39 03/12/2000 73.6 12.800 578.01
246-02 49,980.04 0.00 02/26/2000 01/26/2020 238.85 03/26/2000 78.1 10.900 512.70
246-02 34,711.95 0.00 02/07/2000 01/07/2015 178.22 03/07/2000 80.0 13.350 393.93
246-02 66,300.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 85.0 9.900 576.94
246-02 22,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 75.6 13.700 255.46
246-02 62,400.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 13.600 719.65
246-02 71,400.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.0 13.350 809.41
246-02 40,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 80.0 12.750 434.68
246-02 26,291.59 0.00 03/01/2000 02/01/2020 239.00 04/01/2000 79.8 10.500 263.07
246-02 72,800.00 0.00 02/26/2000 01/26/2015 178.85 03/26/2000 80.0 13.350 825.28
246-02 79,370.00 0.00 02/12/2000 01/12/2030 358.39 03/12/2000 80.9 12.000 816.41
246-02 17,369.90 0.00 02/04/2000 01/04/2020 238.13 03/04/2000 79.3 13.250 206.96
246-02 92,225.63 0.00 02/13/2000 01/13/2015 178.42 03/13/2000 85.0 9.650 785.63
246-02 53,900.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 61.2 12.990 595.82
246-02 41,943.72 0.00 02/28/2000 01/28/2015 178.92 03/28/2000 68.8 14.500 573.51
246-02 112,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 11.750 1,130.54
246-02 48,875.58 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 78.0 13.200 549.71
246-02 49,199.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 85.0 13.100 548.09
246-02 93,200.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 80.0 10.950 884.05
246-02 92,000.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 80.0 8.800 815.95
246-02 33,986.45 0.00 02/26/2000 01/26/2030 358.85 03/26/2000 85.0 12.500 362.87
246-02 48,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 14.800 599.26
246-02 64,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 73.5 13.000 707.97
246-02 36,970.95 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 46.2 11.100 422.87
246-02 48,700.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 64.9 12.990 538.34
246-02 40,035.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 85.0 12.600 430.39
246-02 28,200.00 0.00 02/14/2000 01/14/2015 178.45 02/14/2000 60.0 12.500 300.97
246-02 45,375.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 75.0 10.150 403.24
246-02 18,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 43.9 10.750 201.77
246-02 20,941.11 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 25.3 10.400 190.53
246-02 17,471.27 0.00 03/02/2000 02/02/2030 359.08 04/02/2000 12.1 9.500 147.15
246-02 35,939.40 0.00 02/28/2000 01/28/2015 178.92 03/28/2000 90.0 10.900 340.12
246-02 34,500.00 0.00 03/02/2000 02/02/2020 239.08 03/02/2000 75.0 13.850 425.26
246-02 185,300.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 85.0 12.600 1,992.02
246-02 261,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 89.8 10.150 2,319.44
246-02 77,329.06 0.00 12/01/1999 11/01/2029 356.00 03/01/2000 90.0 10.950 734.18
246-02 64,395.10 0.00 02/26/2000 01/26/2015 178.85 03/26/2000 85.0 11.530 755.88
246-02 23,240.75 0.00 04/01/2000 03/01/2030 360.00 06/01/2000 75.0 13.000 257.19
246-02 45,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 84.9 12.250 471.55
246-02 77,350.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 85.0 13.350 876.86
246-02 69,200.00 0.00 02/18/2000 01/18/2030 358.59 03/18/2000 78.1 11.700 695.86
246-02 46,750.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 85.0 12.850 511.67
246-02 34,850.00 0.00 03/08/2000 02/08/2020 239.28 03/08/2000 85.0 12.100 386.16
246-02 164,968.27 0.00 02/25/2000 01/25/2030 358.82 02/25/2000 63.0 14.400 2,031.73
246-02 60,400.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 13.350 684.71
246-02 39,500.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 89.7 11.650 425.33
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 13 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 803005297 LABORD WANDA 204 THOMPSON ROAD AUGUSTA GA 30906 38,675.00
246-02 915 803005420 LINDSEY THOMAS J 2210 WOODLAND AVENUE COLUMBUS OH 43211 52,000.00
246-02 915 803006170 HAYES MILDRED J 639 RANCHERO DRIVE SEBRING FL 33870 48,000.00
246-02 915 803007178 SUNDBERG FRED G 691 FIELDBROOK ROAD FIELDBROOK CA 95519 112,500.00
246-02 915 803007210 THOMPSON EDDIE H ROUTE 8 BOX 73 STAUNTON VA 24401 90,000.00
246-02 915 803007335 BROWNE DAVE 810 EAST 168TH STREET BRONX NY 10459 192,000.00
246-02 915 803008820 LIAS STEVEN S. 4683 EASTLAWN DETROIT MI 48213 32,900.00
246-02 915 803009489 GARRARD PHILLIP E 319 WEST BLAINE STREET BRAZIL IN 42834 41,400.00
246-02 915 803009620 PIORKOWSKI MAREK A 923 BARTINE STREET HARRISBURG PA 17102 34,000.00
246-02 915 803010859 LEGGETT LILLIAN J RT 1 BOX 82B CHESTNUT FLAT BELINGTON WV 26250 51,000.00
246-02 915 803010909 WARREN DOROTHY T 61 DOVE TURTLE DOVE DR DOVE KNOLL DE 19971 126,050.00
246-02 915 803011634 ROSARIO NANCY J 198 EAST SECOND STREET DUNKIRK NY 14048 24,327.00
246-02 915 803012285 TIPTON FRED L JR 6819 HOWARD SCHOOL ROAD MARYVILLE TN 37801 49,300.00
246-02 915 803013325 LEE CATHY D 310 EAST 1ST STREET FAIRMOUNT IN 46928 15,575.00
246-02 915 803014687 DONALDSON LARRY L 2120 KINSMAN RD NORTH BLOOM OH 44450 113,050.00
246-02 915 803015940 HOOVER DONALD A 1601 LAWTON AVENUE INDIANAPOLI IN 46203 10,731.00
246-02 915 803017128 WOODS STEPHEN M 210 ROCKY AVENUE CANTONMENT FL 32533 59,360.00
246-02 915 803017318 AVERY DAVID E 2539 18TH STREET SE WASHINGTON DC 20020 59,491.00
246-02 915 803018399 JAMES MARY L 22 JAMES STREET EAST DAVENPORT FL 33837 37,800.00
246-02 915 803020064 CARRINGTON MAJOR M 3138 SHADY GROVE CHURCH RO VIRGILINA VA 24598 54,000.00
246-02 915 803020122 ONEY RETTA M 462 TRUSSUM ROAD LAUREL DE 19956 49,000.00
246-02 915 803020163 SILVERA AURELIA 122 SOUTHEAST 10TH TERRACE CAPE CORAL FL 33990 84,600.00
246-02 915 803020510 SEWELL JAMES K 22325 HOG CREEK ROAD PRESTON MD 21655 79,200.00
246-02 915 803020890 SHORTS,JR CHARLES FRANK 603 JASMINE DRIVE LINCOLN DE 19960 156,000.00
246-02 915 803022094 OAKES PATRICIA 188 COVENTRY DRIVE, UNIT H WEST PALM B FL 33417 17,000.00
246-02 915 803023175 JOHNSON JAMISON L. 1316 WISNER SAGINAW MI 48601 17,600.00
246-02 915 803023449 BROWN WILLIE 170 8TH STREET NE GRAYSVILLE AL 35073 50,850.00
246-02 915 803024124 NOBLE EUGENE 2976 EAST STATE ROAD 4 LAPORTE IN 46350 51,800.00
246-02 915 803024389 PARK ALEXANDER F 15 BRADLEY STREET TRUMANSBURG NY 14886 47,000.00
246-02 915 803024827 WEST PHILLIP 1407 EAST GILBERT ST MUNCIE IN 47305 24,750.00
246-02 915 803024991 COAN JOHN 3524 NORTH COPENHAGEN DRIV AVONDALE AZ 85323 81,600.00
246-02 915 803026426 SMITH CHARLES W 31850 TAYLOR GRADE ROAD DUETTE FL 33834 92,800.00
246-02 915 803026483 DEISEM HOWARD J 1884 BRYN ZION ROAD SMYRNA DE 19977 131,396.00
246-02 915 803026921 REID ANGELE R 3421 27TH AVE TEMPLE HILL MD 20748 115,200.00
246-02 915 803027168 MORRISON KIMBERLY L RD 1 BOX 360 GRESSLEY ROAD RUFFSDALE PA 15679 63,920.00
246-02 915 803027994 AZTARAIN ANGEL 89 COLEMAN ST #731 WEST HAVEN CT 06519 35,700.00
246-02 915 803028174 FORBES SANDY 114 104 227TH STREET QUEENS VILL NY 11411 161,500.00
246-02 915 803028190 WILSON JOHNNY T 1212 PELHAM STREET NORFOLK VA 23505 71,100.00
246-02 915 803030824 PETERS JANICE 452 EAST 9TH STREET BROOKLYN NY 11212 216,000.00
246-02 915 803033133 QUILLA CARLOS 38 MAPLE STREET CENTRAL ISL NY 11722 108,000.00
246-02 915 803036193 TORRES ANGELA L 1329 LAKEVIEW ROAD LAKE WALES FL 33853 52,500.00
246-02 915 803037050 PLOWMAN LINCOLN L 442 4 NORTH FOREST AVENUE INDIANAPOLI IN 46201 66,150.00
246-02 915 803038892 ARVIDSON CHERYL A 4854 OAKLEIGH PARKWAY GREENWOOD IN 46143 148,000.00
246-02 915 803038918 CAMPBELL W SCOTT 12 LAKE STREET SWANTON VT 05488 108,000.00
246-02 915 803039197 ZIMMERMAN SONJA 1429 LAWTON AVENUE INDIANAPOLI IN 46203 41,600.00
246-02 915 803039288 CHERRY ALBERT E 551 WEST DIVISION ROAD VALPARAISO IN 46385 92,000.00
246-02 915 803041292 RADCLIFFE CARLTON J 3314 APACHE STREET FORT MYERS FL 33916 40,800.00
246-02 915 803041367 BULLARD WINNIE E 275 RABBIT ROAD DALEVILLE AL 36322 52,350.00
246-02 915 803041748 STEIN CHRISTINE 209 DENGLER STREET PITTSBURGH PA 15210 29,250.00
246-02 915 803041797 LUCAS KENNETH W 4444 U.S. HWY 98 NORTH LOT LAKELAND FL 33809 67,500.00
246-02 915 803043843 HORNER PAUL J 111 JACKSON DRIVE FIRESTONE CO 80530 70,000.00
246-02 915 803044049 FRANKLIN LILLIE A 12564 LESLIE ROAD LISBON OH 44432 78,000.00
246-02 915 803045202 EVANS DENNIS 1055 SOUTH 53RD STREET PHILADELPHI PA 19143 26,250.00
246-02 915 803045509 POPE BRIAN 3836 WYALUSING AVENUE PHILADELPHI PA 19139 23,600.00
246-02 915 803046192 BROWN MAXIE M 6245 FIGTREE COURT BELTSVILLE MD 20705 114,300.00
246-02 915 803046622 BOLSAR MICHAEL 331 OAK STREET PECKVILLE PA 18452 110,000.00
246-02 915 803047844 DYE SONIA Y 630 WEST BROAD STREET CLINTON TN 37716 35,235.00
246-02 915 803047893 ATTAWAY RONALD E 1203 EUCLID STREET GLOBE AZ 85501 83,700.00
246-02 915 803048107 ENGWER JENNIFER 35 GROVE AVENUE GLENS FALLS NY 12801 73,800.00
246-02 915 803050244 JOHNSON GEORGE R 1407 PENNY COURT TAVARES FL 32778 59,100.00
246-02 915 803051051 SIMPSON ELMER P JR 1859 RED TOAD ROAD PORT DEPOSI MD 21904 91,041.00
246-02 915 803051408 MCGHEE KENNY 912 11TH AVENUE SOUTH ST PETERSBU FL 33705 42,750.00
246-02 915 803052240 ALCANTARA JOSE DAVID 438 SOUTH VINE AVENUE GALLOWAY NJ 08201 121,500.00
246-02 915 803052828 DEBACA CRAIG A 1511 PALMER PARK BLVD COLORADO SP CO 80909 132,000.00
246-02 915 803053842 HARVEY ERMA M 6318 COVEWOOD DRIVE SPRING HILL FL 34609 25,000.00
246-02 915 803057256 BURT HENRI LOU 1328 MAPLE AVE NE CANTON OH 44707 43,200.00
246-02 915 803058445 ADCOX KENNETH 185 PENN DRIVE LOT 7 LEHIGHTON PA 18235 91,800.00
246-02 915 803061407 LARA MIGUEL A 706 708 CLIFFORD AVENUE ROCHESTER NY 14621 100,000.00
246-02 915 803061803 CAMPBELL MARGARET A 509 SOUTHEAST 3RD AVENUE WILLISTON FL 32696 30,000.00
246-02 915 803062397 SINCLAIR LANA K 2226 LITTLE WASHINGTON RD MANSFIELD OH 44903 79,200.00
246-02 915 803063254 BROWN ETHEL 1427 CLIFTON AVENUE SHARON HILL PA 19079 54,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 38,675.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 58.5 11.000 368.31
246-02 52,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 80.0 12.500 554.97
246-02 47,746.15 0.00 02/24/2000 01/24/2025 298.78 03/24/2000 80.0 13.225 549.51
246-02 112,344.05 0.00 03/01/2000 02/01/2030 359.00 04/01/2000 90.0 11.000 1,071.36
246-02 89,735.18 0.00 03/02/2000 02/02/2015 179.08 04/02/2000 90.0 11.200 870.72
246-02 192,000.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 12.750 2,397.77
246-02 32,900.00 0.00 03/08/2000 02/08/2030 359.28 03/08/2000 70.0 12.700 356.24
246-02 41,400.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 90.0 10.500 378.70
246-02 34,000.00 0.00 03/08/2000 02/08/2020 239.28 03/08/2000 75.5 11.100 353.26
246-02 50,961.95 0.00 02/24/2000 01/24/2015 178.78 03/24/2000 65.8 12.250 534.43
246-02 126,050.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 70.8 9.550 1,064.50
246-02 24,233.99 0.00 03/10/2000 02/10/2030 359.34 04/10/2000 85.0 12.500 259.63
246-02 49,215.24 0.00 02/24/2000 01/24/2020 238.78 03/24/2000 85.0 11.500 525.75
246-02 15,575.00 0.00 02/20/2000 01/20/2015 178.65 02/20/2000 84.9 12.250 189.44
246-02 113,050.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 85.0 9.050 913.70
246-02 10,701.64 0.00 02/27/2000 01/27/2015 178.88 03/27/2000 85.0 12.500 132.26
246-02 59,360.00 0.00 03/03/2000 02/10/2030 359.11 03/10/2000 80.0 13.500 679.92
246-02 59,491.00 0.00 03/08/2000 02/08/2015 179.28 03/08/2000 69.9 10.850 559.81
246-02 37,797.70 0.00 02/24/2000 01/24/2025 298.78 03/24/2000 90.0 11.650 388.38
246-02 54,000.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 90.0 10.650 500.03
246-02 48,749.86 0.00 03/01/2000 02/01/2025 299.00 04/01/2000 70.0 8.750 402.85
246-02 84,600.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 84.6 9.900 736.18
246-02 78,922.60 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 90.0 9.900 689.19
246-02 156,000.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 80.0 8.250 1,171.98
246-02 16,669.37 0.00 03/08/2000 02/08/2015 179.28 05/08/2000 62.9 10.650 189.50
246-02 17,600.00 0.00 03/08/2000 02/08/2015 179.28 03/08/2000 80.0 11.150 201.70
246-02 50,850.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 90.0 10.900 480.42
246-02 51,800.00 0.00 03/01/2000 02/01/2020 239.00 03/01/2000 54.0 11.650 557.77
246-02 47,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 52.2 10.850 442.27
246-02 24,750.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 75.0 10.250 269.76
246-02 81,600.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 72.8 9.150 834.94
246-02 91,820.00 0.00 02/20/2000 01/20/2015 178.65 02/20/2000 80.0 12.350 979.63
246-02 131,396.00 0.00 03/03/2000 02/03/2015 179.11 03/03/2000 89.9 10.400 1,192.12
246-02 115,200.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 80.0 13.250 1,296.89
246-02 63,739.41 0.00 03/03/2000 02/03/2015 179.11 04/03/2000 80.0 12.700 692.13
246-02 35,700.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 85.0 10.500 326.56
246-02 161,500.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 85.0 12.250 1,692.35
246-02 71,100.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 90.0 10.150 770.58
246-02 216,000.00 0.00 02/12/2000 01/12/2030 358.39 03/12/2000 90.0 12.300 2,271.81
246-02 107,697.15 0.00 03/03/2000 02/03/2030 359.11 04/03/2000 90.0 10.400 979.85
246-02 52,500.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 75.0 12.500 560.31
246-02 66,150.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 90.0 11.150 637.47
246-02 148,000.00 0.00 03/09/2000 02/09/2015 179.31 03/09/2000 80.0 8.500 1,137.99
246-02 108,000.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 80.0 13.250 1,215.83
246-02 41,560.93 0.00 03/03/2000 02/03/2015 179.11 05/03/2000 80.0 11.250 404.04
246-02 91,706.86 0.00 03/03/2000 02/03/2030 359.11 04/03/2000 73.7 9.400 766.88
246-02 40,800.00 0.00 03/01/2000 02/01/2015 179.00 03/01/2000 80.0 14.100 486.66
246-02 52,350.00 0.00 03/02/2000 02/02/2030 359.08 03/02/2000 75.0 13.000 579.10
246-02 29,169.61 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 45.0 10.000 256.69
246-02 67,500.00 0.00 03/10/2000 02/10/2020 239.34 03/10/2000 90.0 10.775 686.42
246-02 70,000.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 48.9 12.500 747.08
246-02 78,000.00 0.00 03/15/2000 02/15/2030 359.51 03/15/2000 75.0 10.100 690.28
246-02 26,250.00 0.00 03/10/2000 02/10/2030 359.34 03/10/2000 75.0 12.850 287.30
246-02 23,600.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 80.0 11.400 231.91
246-02 114,174.76 0.00 03/07/2000 02/07/2015 179.24 05/07/2000 90.0 10.150 1,015.76
246-02 110,000.00 0.00 02/24/2000 01/24/2030 358.78 02/24/2000 77.4 11.800 1,114.57
246-02 35,235.00 0.00 02/28/2000 01/28/2030 358.92 02/28/2000 90.0 11.650 352.97
246-02 83,700.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 90.0 10.650 775.04
246-02 73,800.00 0.00 03/04/2000 02/04/2015 179.15 03/04/2000 90.0 11.150 711.19
246-02 59,100.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.9 12.775 643.39
246-02 91,041.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 72.8 11.500 901.57
246-02 42,750.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 75.0 12.000 513.07
246-02 121,071.44 0.00 03/04/2000 02/04/2015 179.15 04/04/2000 90.0 11.150 1,170.86
246-02 132,000.00 0.00 04/01/2000 03/01/2030 360.00 04/01/2000 80.0 9.750 1,134.08
246-02 24,881.15 0.00 03/07/2000 02/07/2015 179.24 04/07/2000 36.2 11.600 293.64
246-02 43,200.00 0.00 03/10/2000 02/10/2015 179.34 03/10/2000 80.0 10.275 387.92
246-02 91,800.00 0.00 02/26/2000 01/26/2030 358.85 02/26/2000 87.4 12.350 969.07
246-02 100,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 73.5 10.450 911.00
246-02 30,000.00 0.00 03/04/2000 02/04/2020 239.15 03/04/2000 75.0 12.750 346.14
246-02 79,200.00 0.00 03/16/2000 02/16/2020 239.54 03/16/2000 89.7 10.050 766.92
246-02 53,847.23 0.00 03/14/2000 02/14/2020 239.47 05/14/2000 90.0 10.150 526.49
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 14 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 915 803064765 BECKFORD VIRGIL 524 16TH AVENUE SOUTH SAINT PETER FL 33701 38,000.00
246-02 915 803066729 PASANEN MARK W 5074 MAPLEWOOD COURT CALLAHAN FL 32011 16,700.00
246-02 915 803066851 HOLMES ITANGELLIA 380 NORTH NOGAL STREET CLEWISTON FL 33440 63,200.00
246-02 915 803066885 FIGALLO EDWARD M 1917 SQUAW RUN RD PITTSBURGH PA 15238 384,000.00
246-02 915 803067743 BARKER ANNETTE 3627 E 116 CLEVELAND OH 44105 51,000.00
246-02 915 803067966 SANDERS SUSAN 2242 LAKE DRIVE SOUTHEAST EAST GRAND MI 49506 100,000.00
246-02 915 803068147 PUL DENNIS C 1007 NE 12 STREET FORT LAUDER FL 33304 74,800.00
246-02 915 803068550 PYSHER KENNETH J 202 MAIN STREET PORTLAND PA 18351 112,200.00
246-02 915 803068857 HALTIGAN JAMES T 4105 SOUTHEAST 1ST COURT CAPE CORAL FL 33904 69,650.00
246-02 915 803075274 WHITAKER DONALD W 8230 NANCY DRIVE SW ARCADIA FL 34266 42,000.00
246-02 915 803075407 MYERS CARL 677 MCBRIDE DUPO IL 62209 25,500.00
246-02 915 803080480 NESBITT SHAWNA 1345 NW 172 TERRACE MIAMI FL 33169 41,000.00
246-02 915 803080654 KRAFJACK LEONETTE D 10098 WEST 700 SOUTH REDKEY IN 47373 79,000.00
246-02 915 803080738 BOSTON CHARLES C 151 LEVINE AVENUE SAYRE AL 35139 66,000.00
246-02 915 803081215 BROWN WILLIAM H 3477 WALDEN AVENUE LANCASTER NY 14043 59,800.00
246-02 915 803081926 WILLIAMS ANNETTE 21 SUNSET AVENUE NEWARK NJ 07107 62,400.00
246-02 915 803082049 KOHAR MICHAEL J 2401 RIDGE ROAD EXT AMBRIDGE PA 15003 46,400.00
246-02 915 803082890 CHAMBERLAIN JOHN F 11 NORTH 2ND STREET DARBY PA 19023 48,300.00
246-02 915 803084748 CURTIS BRAD 13285 MAYFIELD DETROIT MI 48205 31,500.00
246-02 915 803087105 JONES NANCY E 450 WILLOW TREE DRIVE MELBOURNE FL 32940 68,000.00
246-02 915 803087170 NEDBAL BETTY A 1375 S CYPRESS LANE FRIENDSHIP WI 53934 50,000.00
246-02 915 803088962 MASON JERRY LEE 19131 BURT ROAD DETROIT MI 48219 66,300.00
246-02 915 803089382 KRICHBAUM TAMMIE 7705 ELTON AVE CLEVELAND OH 44102 29,000.00
246-02 915 803089671 WYNNE DAVID E 1106 OAK DRIVE LEESBURG FL 34748 42,250.00
246-02 915 803090653 OBREMSKI REBECCA 4121 4TH AVENUE NORTH SAINT PETER FL 33713 52,800.00
246-02 915 803092733 CURRIE DEADRIA 2006 N DREXEL AVENUE INDIANAPOLI IN 46218 56,000.00
246-02 915 803094101 PANNELL HARRY LEE 322 POLK STREET LYNCHBURG VA 24504 33,750.00
246-02 915 803095082 MORENO ROBERT A 830 COLONIAL MANOR ROAD NORTH HUNTI PA 15642 68,000.00
246-02 915 803095942 GAZZO FRANK 345 RIDGE AVENUE NEW KENSING PA 15068 84,150.00
246-02 915 803097575 RUMMEL ALLEN 2875 INDIANWOOD DRIVE SARASOTA FL 34232 89,750.00
246-02 915 803100064 UREN RONALD L 1461 WEST MAIN STREET PLYMOUTH PA 18651 45,600.00
246-02 915 803101765 DURFEE ROGER 349 STADIUM DRIVE MANSFIELD OH 44906 32,000.00
246-02 915 803102227 RODRIGUEZ BELISA 55 06 103RD STREET CORONA NY 11368 209,800.00
246-02 915 803103654 HAY RICKEY A 5341 LIME RD GALION OH 44833 141,400.00
246-02 915 803104173 MANGELS MERRY N 7200 15TH COURT NORTHEAST ST PETERSBU FL 33702 195,500.00
246-02 915 803106459 HURTADO JAMES 1431 NEWPORT DRIVE MACEDONIA OH 44056 187,200.00
246-02 915 803106749 MYLES DIANE R 69 BEECHWOOD AVNEUE ROOSEVELT NY 11575 116,500.00
246-02 915 803110030 NELSON RAPHAEL B 705 WOOD DRIVE BROOKSVILLE FL 34601 25,000.00
246-02 915 803113372 DAWKINS FANNIE R 560 LOWN STREET WEST COLUMB SC 29169 34,000.00
246-02 915 803118124 JOHNSON WILLIAM A 15218 FERNDALE ROAD FERNDALE FL 34729 44,544.00
246-02 915 803118801 ROLLAND PAULINE L 3906 WINTON DRIVE JACKSONVILL FL 32208 52,000.00
246-02 915 803125459 MEDINA SONIA 73 75 DIKEMAN STREET WATERBURY CT 06704 68,000.00
246-02 915 803131184 LIPPERT GEORGE K 13214 WAGNER DRIVE HUDSON FL 34667 45,000.00
246-02 915 803140490 SUTHERLAND MARC R 905 MANTON AVENUE PROVIDENCE RI 02909 93,000.00
246-02 917 8000368863 CRIDER JERRY 329 DEAN STREET ALBION MI 49224 19,700.00
246-02 917 8000411143 SMITH BRIAN 461 E SHORE TRAIL SPARTA NJ 07871 112,000.00
246-02 917 8000449309 CARTER CLIFF 504 EAST GODFREY PHILADELPHI PA 19120 72,000.00
246-02 917 8000457898 GROS STEVE L. 9860 LOTT CT NORTH CHUNCHULA AL 36521 11,700.00
246-02 917 8000464001 CARABALLO JERRY 1120 KNOLLWOOD DR TOBYHANNA PA 18466 67,100.00
246-02 917 8000465826 RUTLEDGE JERRY L 1456 4TH AVENUE TERRE HAUTE IN 47807 13,000.00
246-02 917 8000482995 ROBERTS MARK A 1031 LOWE DR MARSHALL MI 49068 87,000.00
246-02 917 8000498801 GADDIS JOHN W 1179 VIA TENIS UNIT 31 PALM SPRING CA 92262 90,000.00
246-02 917 8000502008 PRISCO STEPHEN 272 DAYTON AVE MANORVILLE NY 11949 170,500.00
246-02 917 8000504137 GREENBERG HOWARD 13651 ELGIN OAK PARK MI 48237 112,600.00
------------------------------------- -------------
698 Sale Total 38,046,582.00
246-31 905 8000118987 HARRIS STEVEN M 1060 SUNRIDGE TRAIL WEST PEVELY MO 63070 36,600.00
246-31 905 8000183411 LEUZZI JOHN J 2640 S HUTCHINSON ST PHILADELPHI PA 19148 63,500.00
246-31 905 8000253610 KOCZAK DANIEL 468 WEST MANATEE HAZEL PARK MI 48030 60,000.00
246-31 905 8000253685 MORRIS STEPHEN 110 ROGERS AVE WEST HAMPTO NY 11978 45,800.00
246-31 905 8000362205 GUERRIERO JOHN 139 GLEELAND DEER PARK NY 11729 144,000.00
246-31 905 8000402688 CHANEY CHARLES C 4719 WILLESDEN RD RICHMOND VA 23234 50,000.00
246-31 905 8000425564 SUMMERLIN STACEY C. 1465 CITY BRIDGE RD WIGGINS MS 39577 333,292.00
246-31 905 8000438054 WHITE OLGA 21657 WEST BIRCH LAKE VILLA IL 60046 15,000.00
246-31 905 8000442213 MCMILLEN LORAINE B. 771 E. 750 NORTH RD. GIBSON CITY IL 60936 55,800.00
246-31 905 8000446685 ESSENFELD ALLAN 270 TRENTON PLACE ORANGEBURG NY 10962 250,800.00
246-31 905 8000448160 BULNES PEDRO ROBERTO 825 JACKSON AVE NEW ORLEANS LA 70130 88,110.00
246-31 905 8000454705 GORNICKI LAWRENCE A. JR 2627 WELCH AV. NIAGRA FALL NY 14303 40,000.00
246-31 905 8000456262 ATNIP DUANE A 1006 NW 2ND ST BENTONVILLE AR 72712 76,850.00
246-31 905 8000462161 MCCROREY PATRICK HENRY 4287 WILLIAMSON RD ROCKHILL SC 29730 12,650.00
246-31 905 8000464142 KANE ROBERT C. 25 WHITEFACE INN RD LAKE PLACID NY 12946 206,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-02 38,000.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 69.0 10.400 344.76
246-02 16,700.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 20.0 10.600 185.64
246-02 63,200.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 10.600 582.85
246-02 384,000.00 0.00 03/15/2000 02/15/2020 239.51 03/15/2000 80.0 9.750 3,642.30
246-02 51,000.00 0.00 03/16/2000 02/16/2020 239.54 03/16/2000 75.0 11.350 538.62
246-02 99,889.92 0.00 03/01/2000 02/01/2015 179.00 04/01/2000 57.1 13.640 1,156.44
246-02 74,739.78 0.00 03/04/2000 02/04/2030 359.15 05/04/2000 85.9 12.500 798.31
246-02 112,200.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 85.0 11.900 1,145.47
246-02 69,650.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 85.9 9.775 599.68
246-02 41,865.45 0.00 03/02/2000 02/02/2020 239.08 04/02/2000 75.0 13.600 510.13
246-02 25,500.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 85.0 12.500 272.15
246-02 40,883.86 0.00 03/02/2000 02/02/2030 359.08 04/02/2000 51.2 12.750 445.54
246-02 79,000.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 89.7 9.700 675.83
246-02 66,000.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 13.350 748.19
246-02 59,800.00 0.00 03/08/2000 02/08/2015 179.28 03/08/2000 65.0 12.740 649.38
246-02 62,400.00 0.00 03/01/2000 02/01/2030 359.00 03/01/2000 80.0 9.750 536.11
246-02 46,400.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 79.8 12.850 582.50
246-02 48,300.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 74.3 11.250 469.12
246-02 31,500.00 0.00 03/03/2000 02/03/2030 359.11 03/03/2000 70.0 11.950 322.80
246-02 67,757.27 0.00 03/08/2000 02/08/2015 179.28 04/08/2000 80.0 11.350 665.63
246-02 50,000.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 69.4 8.900 504.16
246-02 66,300.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 85.0 9.400 552.66
246-02 29,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 58.0 10.750 270.71
246-02 42,250.00 0.00 03/16/2000 02/16/2020 239.54 03/16/2000 65.0 10.450 420.40
246-02 52,800.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 80.0 10.150 469.22
246-02 56,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 80.0 13.500 641.43
246-02 33,750.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 75.0 11.700 339.38
246-02 67,933.83 0.00 03/08/2000 02/08/2015 179.28 05/08/2000 73.1 10.990 647.07
246-02 84,150.00 0.00 03/11/2000 02/11/2015 179.38 03/11/2000 85.0 9.650 716.81
246-02 89,750.00 0.00 03/02/2000 02/02/2015 179.08 03/02/2000 87.9 11.650 899.07
246-02 45,600.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 80.0 13.250 513.35
246-02 32,000.00 0.00 03/16/2000 02/16/2020 239.54 03/16/2000 62.9 8.000 267.66
246-02 209,800.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 85.9 9.250 1,725.97
246-02 141,400.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 70.0 8.650 1,404.88
246-02 195,500.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 85.0 12.225 2,044.86
246-02 187,200.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 90.0 11.000 1,782.75
246-02 116,500.00 0.00 03/15/2000 02/15/2015 179.51 03/15/2000 66.5 9.500 979.59
246-02 25,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 47.1 8.900 252.08
246-02 34,000.00 0.00 03/15/2000 02/15/2030 359.51 03/15/2000 65.3 11.000 323.79
246-02 44,544.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 80.9 11.725 448.78
246-02 52,000.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 80.0 8.900 524.33
246-02 68,000.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 85.0 12.850 744.25
246-02 45,000.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 36.8 10.350 406.59
246-02 93,000.00 0.00 03/14/2000 02/14/2015 179.47 03/14/2000 79.4 13.000 1,028.77
246-02 19,659.54 0.00 01/13/2000 12/13/2019 237.40 03/13/2000 85.8 10.750 200.00
246-02 111,871.91 0.00 03/02/2000 02/02/2030 359.08 05/02/2000 80.0 9.860 971.31
246-02 71,918.14 0.00 03/09/2000 02/09/2030 359.31 05/09/2000 80.8 9.900 626.54
246-02 11,700.00 0.00 02/05/2000 01/05/2010 118.16 02/05/2000 89.9 11.110 161.90
246-02 67,018.98 0.00 03/16/2000 02/16/2030 359.54 05/16/2000 84.9 9.500 564.21
246-02 12,970.05 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 80.7 12.000 143.14
246-02 86,897.32 0.00 03/01/2000 02/01/2030 359.00 05/01/2000 82.0 9.650 741.08
246-02 90,000.00 0.00 03/08/2000 02/08/2020 239.28 03/08/2000 72.0 9.000 809.75
246-02 170,309.83 0.00 02/14/2000 01/14/2030 358.45 04/14/2000 79.3 10.000 1,496.26
246-02 112,474.41 0.00 02/28/2000 01/28/2030 358.92 04/28/2000 82.1 10.000 988.15
----------------------------- ------- ------ ----------------------
37,982,358.75 0.00 238.10 79.2 11.561 396,386.48
246-31 35,838.30 0.00 04/24/1999 03/24/2014 168.72 02/24/2000 89.9 9.900 391.07
246-31 61,936.87 0.00 07/25/1999 06/25/2014 171.78 03/25/2000 76.5 9.360 657.73
246-31 59,754.90 0.00 10/01/1999 09/01/2029 354.00 03/01/2000 75.9 9.500 504.51
246-31 45,560.08 0.00 09/24/1999 08/24/2019 233.75 02/24/2000 80.8 10.500 457.26
246-31 143,807.36 0.00 11/18/1999 10/18/2024 295.56 02/18/2000 87.2 10.510 1,360.65
246-31 49,224.36 0.00 01/06/2000 12/06/2029 357.17 05/06/2000 55.2 10.690 464.49
246-31 332,514.44 0.00 02/26/2000 01/26/2030 358.85 03/26/2000 85.9 8.500 2,562.73
246-31 14,884.66 0.00 01/20/2000 12/20/2009 117.63 03/20/2000 83.9 11.510 210.98
246-31 55,800.00 0.00 03/04/2000 02/04/2030 359.15 03/04/2000 85.8 9.500 469.20
246-31 250,513.16 0.00 03/04/2000 02/04/2030 359.15 05/04/2000 85.8 9.860 2,175.05
246-31 87,945.71 0.00 03/16/2000 02/16/2025 299.54 05/16/2000 90.0 9.510 770.43
246-31 40,000.00 0.00 03/24/2000 02/24/2025 299.80 03/24/2000 83.3 11.790 415.10
246-31 76,769.94 0.00 03/04/2000 02/04/2030 359.15 05/04/2000 80.8 10.500 702.98
246-31 12,650.00 0.00 03/16/2000 02/16/2015 179.54 03/16/2000 21.4 11.960 151.50
246-31 206,000.00 0.00 03/09/2000 02/09/2030 359.31 03/09/2000 85.8 9.260 1,696.20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 15 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-31 905 8000471154 EUDY TERRY D 303 PEE DEE AVE NORWOOD NC 28128 82,300.00
246-31 905 8000473226 EPPS TOMMY M. 1881 W NANCY LN PHOENIX AZ 85401 54,263.00
246-31 905 8000475932 YBARRA ERNESTINA C 2345 PLAZA STREET IDAHO FALLS ID 83402 29,000.00
246-31 905 8000477433 GRUSELL SCOTT A 712 E 137TH AVE TAMPA FL 33613 80,900.00
246-31 905 8000482813 RUIZ MADELINE 254 W FISHER AVENUE PHILADELPHI PA 19120 44,100.00
246-31 905 8000484983 RUSS WYLIE 2479 OLD RIVER RD FORK SC 29543 23,100.00
246-31 905 8000485188 SCHWARTZ ROBERT A N255 US HWY 45 APPLETON WI 54915 85,000.00
246-31 905 8000485964 SCHUBERT CARLOS I 1736 N 37TH AVE STONE PARK IL 60165 100,000.00
246-31 905 8000487697 HALL JOSEPH ROBERT 110 WILLOW ST MIDDLESBORO KY 40965 45,000.00
246-31 905 8000489040 MAYES MARY LYNN 11425 HWY 72 EAST LUMBERTON NC 28358 64,300.00
246-31 905 8000493869 SOUZA WILLIAM T 233 BUCHANNAN NEW BEDFORD MA 02746 40,000.00
246-31 905 8000497514 HOLT SAMUEL 9809 MERRILL CHICAGO IL 60620 51,700.00
246-31 905 8000498439 ALFORD COLT 180 4TH AVENUE PATAGONIA AZ 85624 90,100.00
246-31 905 8000498561 MARTINEZ AMADO 2316 CRAWFORD STREET NORTH LAS V NV 89030 90,000.00
246-31 905 8000499940 OWEN KAREN L 2650 N JUNGLE CAMP RD INVERNESS FL 34453 69,500.00
246-31 905 8000500408 SHAW MIRIAM 1416 N REDFIELD ST PHILADELPHI PA 19151 42,900.00
246-31 905 8000501216 BONNER JAMES A 812 GEORGE STR ALTUS OK 73521 25,000.00
246-31 905 8000501349 ANTOSZKIEWIC VITORIA 6904 W. TURQUOISE PEORIA AZ 85345 82,800.00
246-31 905 8000503410 MEYER LEMUEL G II 406 WINNER AVE SMITHVILLE MO 64089 55,000.00
246-31 905 8000507338 MARTINDALE DIANE 2074 BOWMAN RD. IMLAY MI 48444 163,500.00
246-31 905 8000507668 JOHNSON TAMMY A 419 CARY JAY BLVD RICHMOND HG OH 44143 135,000.00
246-31 905 8000507809 GRANDETTI ROSEMARY C. 29051 HENNEPIN ST. GARDEN CITY MI 48135 45,000.00
246-31 905 8000514193 LOMBARDI KATHLEEN ANN 2169 ROSSITER PKWAY PLAINFIELD IL 60544 111,600.00
246-31 905 8000517030 PICKWOAD MIRZA 4 CEDARVILLE RD BLAIRSTOWN NJ 07825 60,000.00
246-31 905 8000526437 HALL JEFFREY R. 461 SUNSET WILLIAMSBURG RD COLLINS MS 39428 121,900.00
246-31 905 8000529217 COLE PAULINE 605 BOHLAND AVE. BELLWOOD IL 60104 139,500.00
246-31 905 8000529829 ROSADO JESUS 54 56 NORTHHAMPTON AVE SPRINGFIELD MA 01109 55,250.00
246-31 905 8000532526 CLARK DORIS 1309 XAVIER ST BIRMINGHAM AL 35224 28,000.00
246-31 905 8000533375 PUERTAS JAMES 696 NORTH LAKESHORE DR PROVO UT 84601 130,500.00
246-31 905 8000553969 RAMBERG ROGER L. 1617 KEITH ST EAU CLAIRE WI 54701 97,500.00
246-31 905 8000562325 SABALA GILBERT T. SR 723 WEST REED ST. MOBERLY MO 65270 40,500.00
246-31 905 8000567662 FUCCI RICHARD A 11375 N DEROSA TERRACE DUNNELLON FL 34433 62,500.00
--------------------------------------- ---------------
47 Sale Total 3,824,115.00
246-32 917 8000325335 PARTAP-SEEJA DEBRA 70 CABOTA AV COPIAGUE NY 11726 33,000.00
246-32 917 8000327950 GUTIERREZ CESAR 5319 IROQUOIS CONASHAUGH L MILFORD PA 18337 14,758.00
246-32 917 8000338064 THOMAS JOANN 4944 S MIDDLEBELT RD WESTLAND MI 48186 25,000.00
246-32 917 8000345028 ROBLES RAMIRO C 3801 N.87TH AVENUE PHOENIX AZ 85037 7,250.00
246-32 917 8000345283 MADISON ALFRETTA Y 241 13TH AVE NE BIRMINGHAM AL 35215 16,300.00
246-32 917 8000351638 LEWIS SHIRLEY 6900 SPRIG DR SACRAMENTO CA 95842 7,700.00
246-32 917 8000352453 WELCH KATHLEEN A 225 N MILLER LITCHFIELD MN 55355 8,500.00
246-32 917 8000354715 KITHCART CARL L 13 ROBINSON SAVANNA OH 44874 15,000.00
246-32 917 8000366933 HOGAN MICHELE E 1096 ALICIA AVE TEANECK NJ 07666 40,500.00
246-32 917 8000369416 STANDRIDGE ROBERT E 3424 HWY 50 LITTLE RIVE SC 29566 12,300.00
246-32 917 8000372949 FERNANDO LASANTHA S 6632 17TH AVENUE SOUTH RICHFIELD MN 55423 43,600.00
246-32 917 8000374648 WEST RENEE 5276 E HAMILTON AVE CASTLE ROCK CO 80104 42,500.00
246-32 917 8000378516 ALDRETE DANIEL 1415 CORNUCOPIA PLACE TRACY CA 95376 18,300.00
246-32 917 8000378532 GARCIA JOSE G. 900 10TH STREET RACINE WI 53403 16,748.00
246-32 917 8000379035 FELSCHOW TAMMY R 5678 SHELT RD ELBA NY 14058 48,600.00
246-32 917 8000379910 WRONGE COLIN A 25 WILLOWBROOK LN FREEPORT NY 11520 29,800.00
246-32 917 8000380405 O'LEARY NANCY 44 HICKORY CORNER RD MILFORD NJ 08848 15,700.00
246-32 917 8000381551 CORREA MANUEL 27947 POMPANO AVENUE HAYWARD CA 94544 25,000.00
246-32 917 8000384647 LAMBRECHT F/ LORI K. 380 WILLOW LANE RD. OSCEOLA WI 54020 44,200.00
246-32 917 8000385214 SIMS ROBERT M 133 WHITTIER LANE WINTERHAVEN FL 33884 7,300.00
246-32 917 8000386485 BURRELL ELIZABETH A 86 CRAMER RD POUGHKEEPSI NY 12603 27,800.00
246-32 917 8000387319 LACASSE KENNETH R 96 SLAPP HILL HARDWICK VT 05843 16,000.00
246-32 917 8000387939 LINDBERG KEITH M. 1301 CLEAR LAKE DR WASECA MN 56093 35,400.00
246-32 917 8000388572 DAVIS MARY R 3669 W UNION AVENUE DENVER CO 80236 9,859.00
246-32 917 8000397177 BRYANT LARRY G. 12843 W TUFTS AVE MORRISON CO 80465 19,600.00
246-32 917 8000397847 ADKINS GLENN 227 PINE VALLEY LANE SEWELL NJ 08080 50,000.00
246-32 917 8000399090 SOSA OLGA 5469 PALM AVENUE RIVERSIDE CA 92506 11,525.00
246-32 917 8000400443 KARAS ROBIN A. 4414 NW 52ND ST COCONUT CRE FL 33073 18,700.00
246-32 917 8000400823 WINGARD SHEILA MELTON 2236 7TH ST NE BIRMINGHAM AL 35215 11,800.00
246-32 917 8000409105 MARTINEZ GLORIA R 13812 LOMBARDY ROAD GARDEN GROV CA 92843 21,000.00
246-32 917 8000412943 SCHLECHT DAVID 14 MERILINA AVE. KINGSTON NY 12401 14,400.00
246-32 917 8000415979 WAINWRIGHT RICHARD 1731 ROCKY RIDGE RD DUBLIN GA 31021 29,200.00
246-32 917 8000417728 WOODRING PATRICIA A RR 1 BOX 120 OOLOGAH OK 74053 7,700.00
246-32 917 8000419435 LOPEZ PHILLIP E 621 35 ROAD CLIFTON CO 81520 15,000.00
246-32 917 8000419625 CORLEY MELBA B 208 CEDARCREEK DR NASHVILLE TN 37211 17,000.00
246-32 917 8000419799 MITNICK JOELAINE M 1090 REDBIRD AVE MIAMI SPRIN FL 33166 25,000.00
246-32 917 8000420144 SILVAS DANIEL M. 157 SOUTH QUARTZ STREET GILBERT AZ 85296 18,000.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-31 82,200.77 0.00 03/22/2000 02/22/2030 359.74 05/22/2000 89.4 9.510 692.62
246-31 54,191.67 0.00 03/01/2000 02/01/2025 299.00 05/01/2000 80.9 12.210 579.95
246-31 29,000.00 0.00 03/14/2000 02/14/2020 239.47 03/14/2000 36.2 9.010 261.11
246-31 80,900.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 80.9 12.710 876.61
246-31 43,866.83 0.00 03/09/2000 02/09/2015 179.31 05/09/2000 90.0 9.510 460.77
246-31 23,080.27 0.00 03/11/2000 02/11/2030 359.38 05/11/2000 48.1 12.000 237.61
246-31 85,000.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 57.4 9.750 730.28
246-31 100,000.00 0.00 03/22/2000 02/22/2025 299.74 03/22/2000 51.2 10.800 965.69
246-31 44,932.91 0.00 03/02/2000 02/02/2025 299.08 05/02/2000 85.7 11.200 447.57
246-31 64,300.00 0.00 03/07/2000 02/07/2015 179.24 03/07/2000 89.9 9.500 671.44
246-31 40,000.00 0.00 03/22/2000 02/22/2030 359.74 03/22/2000 25.4 10.960 379.72
246-31 51,700.00 0.00 03/14/2000 02/14/2020 239.47 03/14/2000 80.7 9.860 494.13
246-31 90,100.00 0.00 03/24/2000 02/24/2025 299.80 03/24/2000 85.0 9.010 756.73
246-31 89,882.57 0.00 03/23/2000 02/23/2030 359.77 05/23/2000 90.0 9.000 724.16
246-31 69,431.54 0.00 03/23/2000 02/23/2030 359.77 05/23/2000 78.9 10.900 656.62
246-31 42,486.32 0.00 03/23/2000 02/23/2010 119.77 05/23/2000 85.8 10.750 584.89
246-31 25,000.00 0.00 03/14/2000 02/14/2030 359.47 03/14/2000 71.4 11.610 249.67
246-31 82,689.57 0.00 03/11/2000 02/11/2030 359.38 05/11/2000 90.0 8.860 657.90
246-31 54,917.04 0.00 03/07/2000 02/07/2025 299.24 05/07/2000 85.9 11.110 543.44
246-31 163,149.88 0.00 03/07/2000 02/07/2025 299.24 05/07/2000 74.3 8.500 1,316.55
246-31 135,000.00 0.00 03/23/2000 02/23/2030 359.77 03/23/2000 90.0 9.260 1,111.59
246-31 45,000.00 0.00 03/07/2000 02/07/2030 359.24 03/07/2000 43.2 10.900 425.15
246-31 111,435.92 0.00 03/16/2000 02/16/2030 359.54 05/16/2000 90.0 8.250 838.41
246-31 60,000.00 0.00 03/15/2000 02/15/2020 239.51 03/15/2000 27.0 10.360 593.40
246-31 121,763.25 0.00 03/22/2000 02/22/2030 359.74 05/22/2000 85.8 9.990 1,068.86
246-31 139,337.81 0.00 03/14/2000 02/14/2030 359.47 05/14/2000 90.0 9.750 1,198.52
246-31 55,166.66 0.00 03/23/2000 02/23/2025 299.77 05/23/2000 85.0 11.110 545.91
246-31 28,000.00 0.00 03/16/2000 02/16/2030 359.54 03/16/2000 51.8 11.210 271.10
246-31 130,239.59 0.00 03/08/2000 02/08/2030 359.28 05/08/2000 90.0 8.900 1,040.66
246-31 97,291.22 0.00 03/14/2000 02/14/2025 299.47 05/14/2000 84.7 8.500 785.10
246-31 40,461.12 0.00 03/11/2000 02/11/2030 359.38 05/11/2000 90.0 11.090 388.45
246-31 62,500.00 0.00 03/28/2000 02/28/2020 239.93 03/28/2000 78.1 9.000 562.33
----------------------------- ------ ----- --------------------
3,816,224.72 0.00 322.46 80.3 9.754 34,106.82
246-32 32,901.83 0.00 01/15/2000 12/15/2014 177.47 03/15/2000 80.7 13.710 433.06
246-32 14,497.41 0.00 01/20/2000 12/20/2024 297.63 04/20/2000 90.0 11.010 144.75
246-32 24,184.79 0.00 01/10/2000 12/10/2009 117.30 05/10/2000 90.0 9.500 323.49
246-32 7,154.60 0.00 01/22/2000 12/22/2009 117.70 03/22/2000 79.9 13.210 109.15
246-32 16,288.80 0.00 01/08/2000 12/08/2014 177.24 03/08/2000 85.7 11.960 195.21
246-32 7,679.14 0.00 01/13/2000 12/13/2024 297.40 03/13/2000 85.8 11.510 78.32
246-32 8,470.13 0.00 01/14/2000 12/14/2009 117.44 03/14/2000 89.8 14.980 137.03
246-32 14,840.13 0.00 01/10/2000 12/10/2009 117.30 03/10/2000 75.6 12.000 215.21
246-32 40,145.27 0.00 01/15/2000 12/15/2019 237.47 03/15/2000 89.9 11.510 432.18
246-32 12,251.11 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 85.8 12.920 154.98
246-32 43,309.33 0.00 01/15/2000 12/15/2014 177.47 03/15/2000 89.9 11.110 498.57
246-32 42,341.13 0.00 01/15/2000 12/15/2014 177.47 03/15/2000 89.9 11.760 503.53
246-32 18,086.79 0.00 01/13/2000 12/13/2014 177.40 04/13/2000 83.5 12.710 228.06
246-32 16,748.00 0.00 01/15/2000 12/15/2014 177.47 02/15/2000 79.9 14.600 229.83
246-32 48,548.97 0.00 01/22/2000 12/22/2024 297.70 03/22/2000 89.9 10.510 459.22
246-32 29,643.07 0.00 01/13/2000 12/13/2014 177.40 03/13/2000 77.9 12.060 358.80
246-32 15,573.00 0.00 01/13/2000 12/13/2009 117.40 03/13/2000 89.9 11.920 224.52
246-32 24,695.85 0.00 01/17/2000 12/17/2014 177.53 04/17/2000 77.5 11.110 285.88
246-32 43,800.69 0.00 01/14/2000 12/14/2024 297.44 03/14/2000 79.9 9.860 397.29
246-32 7,230.60 0.00 02/04/2000 01/04/2010 118.13 04/04/2000 85.9 11.000 100.56
246-32 27,659.07 0.00 01/06/2000 12/06/2024 297.17 04/06/2000 89.9 10.110 254.78
246-32 15,938.50 0.00 01/03/2000 12/03/2014 177.07 03/03/2000 89.6 11.510 187.01
246-32 35,179.08 0.00 01/28/2000 12/28/2019 237.90 03/28/2000 89.9 12.000 389.78
246-32 9,859.00 0.00 01/08/2000 12/08/2014 177.24 03/08/2000 80.9 14.500 134.62
246-32 19,591.48 0.00 01/13/2000 12/13/2014 177.40 03/13/2000 89.9 11.110 224.13
246-32 49,795.19 0.00 01/07/2000 12/07/2014 177.21 03/07/2000 85.3 9.760 529.99
246-32 11,454.06 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 85.9 12.110 139.15
246-32 18,093.71 0.00 01/27/2000 12/27/2014 177.86 05/27/2000 89.7 12.150 226.24
246-32 11,764.37 0.00 01/03/2000 12/03/2014 177.07 03/03/2000 80.9 13.000 149.30
246-32 20,951.51 0.00 01/14/2000 12/14/2024 297.44 03/14/2000 79.9 9.860 188.76
246-32 14,400.00 0.00 01/27/2000 12/27/2019 237.86 02/27/2000 78.1 11.510 153.67
246-32 29,174.95 0.00 02/05/2000 01/05/2030 358.16 04/05/2000 85.8 11.900 298.11
246-32 7,557.01 0.00 01/13/2000 12/13/2009 117.40 03/13/2000 59.8 13.340 116.52
246-32 14,838.61 0.00 01/13/2000 12/13/2014 177.40 04/13/2000 81.7 12.050 180.51
246-32 16,837.76 0.00 01/17/2000 12/17/2009 117.53 03/17/2000 59.9 9.900 223.72
246-32 25,000.00 0.00 01/13/2000 12/13/2009 117.40 02/13/2000 85.8 12.710 369.01
246-32 17,958.08 0.00 01/27/2000 12/27/2014 177.86 02/27/2000 84.3 12.960 227.27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 16 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-32 917 8000423940 VAUGHN TAMMY D. 2099 W SILVER HILL LN LECANTO FL 34461 9,100.00
246-32 917 8000424302 GUTIERREZ CELIA M 4800 CHANTILLY AVENUE LAS VEGAS NV 89110 12,800.00
246-32 917 8000424567 LIRA RAMON 6645 LASSITTER ROAD RIVERSIDE CA 92509 22,000.00
246-32 917 8000424948 WHITE BOB H. 53050 HIGHWAY 59 STOCKTON AL 36579 46,000.00
246-32 917 8000426950 SIMPSON IRENE 10840 S VERNON AVE CHICAGO IL 60628 21,200.00
246-32 917 8000429681 CHAVEZ LITA E 119 ALDENGLEN DR SOUTH SAN F CA 94080 42,000.00
246-32 917 8000431422 LYNCH JEFFREY R. 10327 SW 118TH ST MIAMI FL 33176 11,500.00
246-32 917 8000433972 CARTER NATHANIEL 7106 S INGLESIDE AVE CHICAGO IL 60619 27,500.00
246-32 917 8000435019 JANOS JEFFREY J 27 KINRY RD. POUGHKEEPSI NY 12603 41,200.00
246-32 917 8000435704 FEISTHAMEL JAMES 2135 ELBUR AVE LAKEWOOD OH 44107 16,000.00
246-32 917 8000437817 ANDERSEN TAMMY RENEE 9056 GORGE AVE SANTEE CA 92071 25,000.00
246-32 917 8000439243 LIPSCOMB JOYCE S 5081 EASY STR. MOBILE AL 36619 22,000.00
246-32 917 8000448533 HILDEBRANT ROBERT C. 420 SNOW HILL RD NORTH HAMPT PA 18067 53,600.00
246-32 917 8000455645 WRIGHT LEROY 4072 TOW RD SHERIDAN MI 48884 45,500.00
246-32 917 8000463110 BRENNAN WILLIAM BRANDON 611 LOVELL AVE TYBEE ISLAN GA 31328 25,000.00
246-32 917 8000465453 PARKER DOROTHY M 125 BERGER ST SOMERSET NJ 08873 30,000.00
246-32 917 8000465990 HAGERSTRAND ROBERT D. 416 N WASHINGTON AVENUE WAUKESHA WI 53188 20,000.00
246-32 917 8000467624 RAMOS JUANA R 130 SUMTER STREET PROVIDENCE RI 02907 37,535.00
246-32 917 8000469117 AUGUSTSON MICHAEL L 538 INDIANA STR LOWELL IN 46356 31,100.00
246-32 917 8000471857 MOUWAKEH HALA 161 OSBORN RD RYE NY 10580 30,000.00
246-32 917 8000472517 WALSH THERESA A 325 WEEKS AVENUE MANORVILLE NY 11949 27,000.00
246-32 917 8000502818 SPENCE DONALD D JR 14328 TIKI LANE JACKSONVILL FL 32226 61,000.00
----------------------------------- ---------------
59 Sale Total 1,477,075.00
246-51 900 803138734 AKIN JANE 495 LEET ROAD NILES MI 49120 206,700.00
246-51 900 803145770 MACELLARO JOHN M 72 RUTH STREET PITTSBURGH PA 15211 49,700.00
246-51 900 5100098077 CARTER NANCY D 2211 VERMONT AVENUE HYATTSVILLE MD 20785 56,000.00
246-51 900 5100102127 EDMONSON DORETHA ANN 220 ALGONQUIN STREET BATTLE CREE MI 49017 65,000.00
246-51 900 5100173458 PIGAN DONALD 219 LAKE SHORE DRIVE LEBANON CT 06249 64,500.00
246-51 900 5100181642 VAFIADIS ANTHONY S 5921 BROWN ROAD PARMA MI 49269 66,500.00
246-51 900 5100190247 MATTSON GERALD 203 N FRONT STREET L'ANSE MI 49946 68,000.00
246-51 900 5100201556 LINDSLEY MONNIE K 13312 WILSON ROAD NEW BUFFALO MI 49117 63,100.00
246-51 900 5100201598 GOODRICH DAVID 291 POTTER STREET MULLIKEN MI 48861 59,200.00
246-51 900 5100201739 HAAPANEN DONALD W 405 LINCOLN AVENUE STAMBAUGH MI 49964 28,700.00
246-51 900 5100201770 GROEPPER ANITA E 800 TERRACE DRIVE CALIFORNIA MO 65018 83,900.00
246-51 900 5100201820 NEWHOUSE HOLLIS 206 E PULASKI AVENUE FLINT MI 48505 39,200.00
246-51 900 5100201838 EDMONDS MARLYN E 4228 NORTH SHORE DRIVE HILLSBORO MO 63050 57,600.00
246-51 900 5100201903 PERKINS ROBERT 4058 10 MILE ROAD WHEATLAND MI 49340 58,400.00
246-51 900 5100201929 FOCKLER,JR PHILLIP ELI 320 ALLEN STREET ALMA MI 48801 68,500.00
246-51 900 5100201986 JACOBSON ARNOLD M 9340 WINDBELL WAY COLUMBIA MD 21045 138,200.00
246-51 900 5200059094 VALKENBURG JANICE M 1915 EAST ERICKSON ROAD FRASER MI 48650 117,100.00
246-51 900 5200059219 PARKER EDNA M 4946 JULIUS BOULEVARD WESTLAND MI 48186 81,000.00
----------------------------------- ---------------
18 Sale Total 1,371,300.00
246-52 916 802781799 RIPLEY THOMAS 22580 29 MILE ROAD RAY MI 48096 63,400.00
246-52 916 802889733 CIAVONE JOSEPH 15814 FLANAGAN STREET ROSEVILLE MI 48066 17,800.00
246-52 916 5100126126 CASE JOEL T 2804 WEST MEADOWLARK LANE IDAHO FALLS ID 83402 35,800.00
246-52 916 5100140606 VINSON MAXINE 7241 W VERDE LANE PHOENIX AZ 85033 19,200.00
246-52 916 5100146892 MCGIBBON JOHN P 141 N 79TH ST SEATTLE WA 98103 65,300.00
246-52 916 5100158350 EGAN CYNTHIA M 54 DOGLEG DRIVE MERIDEN CT 06450 21,000.00
246-52 916 5100159051 HEALEY DOUGLAS S 10230 WILKESON STREET SOUT TACOMA WA 98444 23,200.00
246-52 916 5100162188 JUNKER MARK S 3705 SE 13TH AVENUE PORTLAND OR 97202 32,100.00
246-52 916 5100166973 ZUERCHER RICHARD 22041 S BEAVERCREEK ROAD BEAVERCREEK OR 97004 18,900.00
246-52 916 5100168896 BOWTON ROBERT S 3310 NE AZALEA STREET HILLSBORO OR 97124 28,100.00
246-52 916 5100184018 EWERT MARY C 324 SE JACKSON COURT LEE'S SUMMI MO 64063 23,900.00
246-52 916 5100195287 ANDRUCZK PAUL A 521 N GOLLOB ROAD TUCSON AZ 85710 34,000.00
246-52 916 5100201325 CAMPBELL RICHARD D 13394 COVE LANDING ROAD BISHOPVILLE MD 21813 18,900.00
246-52 916 5100201341 LEITELT PATRICK J 7050 MILTON AVENUE ALANSON MI 49706 22,100.00
246-52 916 5200058005 HYSLOP JANE E 415 N PINE STREET GARDNER IL 60424 11,100.00
246-52 916 5700264335 VAN DAM DEBBIE 5205 MAINVIEW DRIVE MISSOULA MT 59803 28,000.00
----------------------------------- ---------------
16 Sale Total 462,800.00
246-53 900 803095595 PEDERSON DALE C 713 CHARLES STREET LA CROSSE WI 54603 61,700.00
246-53 900 803107085 STAVES MARY LOUISE 3826 PARRISH STREET PHILADELPHI PA 19104 29,700.00
246-53 900 803113588 KELLY TIMOTHY T 11 TREELINE DRIVE ST PAUL MO 63366 227,700.00
246-53 900 803139724 AIKEN THELMA W 2531 NW 16TH COURT FORT LAUDER FL 33311 66,100.00
246-53 900 803152511 FAUSTINO FRANK 184 BRIMBAL AVENUE BEVERLY MA 01915 100,800.00
246-53 900 803152537 SMITH STANLEY 117 EBI STREET AVON PARK FL 33825 43,300.00
246-53 900 803152701 PETELA MARY JANE F 221 WEST GLENWOOD AVENUE WILDWOOD NJ 08260 78,100.00
246-53 900 803165364 LEISTER SUSAN 5743 BLAKE DRIVE TAYLORSVILL UT 84118 74,000.00
246-53 900 803172113 BURNS PAULA J 123 PINE ROAD GRISWOLD CT 06351 108,600.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-32 8,910.77 0.00 01/22/2000 12/22/2009 117.70 04/22/2000 89.9 13.010 135.93
246-32 12,761.90 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 77.9 13.710 167.98
246-32 21,912.84 0.00 01/27/2000 12/27/2014 177.86 03/27/2000 86.3 10.610 244.69
246-32 45,776.50 0.00 01/20/2000 12/20/2014 177.63 03/20/2000 81.6 9.860 490.39
246-32 20,905.98 0.00 01/21/2000 12/21/2024 297.67 04/21/2000 89.9 11.510 215.65
246-32 41,859.82 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 69.3 13.710 513.46
246-32 11,449.33 0.00 01/14/2000 12/14/2014 177.44 03/14/2000 71.1 10.260 125.42
246-32 27,372.81 0.00 02/01/2000 01/01/2015 178.00 04/01/2000 67.3 11.110 314.47
246-32 41,149.54 0.00 02/04/2000 01/04/2025 298.13 04/04/2000 80.8 12.750 456.93
246-32 15,971.20 0.00 01/28/2000 12/28/2019 237.90 03/28/2000 89.7 11.510 170.74
246-32 25,000.00 0.00 01/20/2000 12/20/2019 237.63 02/20/2000 70.3 12.960 292.18
246-32 22,000.00 0.00 02/01/2000 01/01/2020 238.00 03/01/2000 80.5 11.710 237.81
246-32 53,259.24 0.00 01/28/2000 12/28/2024 297.90 03/28/2000 80.8 11.000 525.34
246-32 45,479.71 0.00 02/13/2000 01/13/2020 238.42 03/13/2000 85.8 12.250 508.95
246-32 24,685.24 0.00 01/15/2000 12/15/2014 177.47 03/15/2000 58.7 11.510 292.21
246-32 29,900.19 0.00 02/01/2000 01/01/2025 298.00 04/01/2000 68.1 11.750 310.44
246-32 19,954.48 0.00 02/01/2000 01/01/2020 238.00 04/01/2000 85.7 12.110 221.75
246-32 37,535.00 0.00 02/05/2000 01/05/2030 358.16 03/05/2000 89.9 11.050 358.87
246-32 31,100.00 0.00 01/17/2000 12/17/2024 297.53 03/17/2000 85.7 11.960 326.63
246-32 29,844.48 0.00 01/28/2000 12/28/2009 117.90 02/28/2000 62.3 10.360 402.46
246-32 26,904.39 0.00 01/22/2000 12/22/2014 177.70 03/22/2000 90.0 11.510 315.58
246-32 60,908.53 0.00 02/26/2000 01/26/2025 298.85 03/26/2000 84.7 8.860 506.07
----------------------------- ------ --------------------------------
1,469,084.97 0.00 222.45 82.4 11.478 16,636.16
246-51 205,847.95 0.00 04/06/2000 01/28/2015 180.16 06/01/2000 92.2 10.875 2,153.38
246-51 49,700.00 0.00 04/01/2000 03/01/2015 180.00 04/01/2000 74.1 9.875 530.28
246-51 55,836.57 0.00 01/05/2000 11/13/2019 237.14 03/29/2000 65.8 11.750 560.14
246-51 64,878.61 0.00 03/01/2000 02/01/2020 239.00 05/01/2000 86.6 12.625 744.23
246-51 64,347.72 0.00 04/06/2000 01/28/2020 240.16 06/01/2000 45.5 10.250 584.40
246-51 65,868.13 0.00 04/06/2000 02/03/2010 120.16 06/01/2000 54.9 9.125 781.61
246-51 67,157.17 0.00 04/06/2000 02/14/2008 96.16 06/01/2000 68.0 10.500 968.95
246-51 62,791.25 0.00 03/06/2000 01/19/2015 179.21 05/01/2000 57.3 9.000 590.69
246-51 59,161.97 0.00 03/06/2000 12/31/2029 359.21 05/01/2000 78.9 11.125 525.55
246-51 28,669.34 0.00 04/01/2000 03/01/2030 360.00 06/01/2000 84.4 9.125 233.51
246-51 82,961.16 0.00 04/06/2000 01/28/2009 108.16 06/01/2000 76.2 9.000 1,048.65
246-51 38,998.32 0.00 04/06/2000 01/29/2014 168.16 06/01/2000 89.0 9.875 398.23
246-51 57,075.43 0.00 04/06/2000 02/09/2010 120.16 06/01/2000 76.8 9.875 698.83
246-51 58,369.05 0.00 04/06/2000 01/15/2030 360.16 06/01/2000 73.0 12.000 554.48
246-51 68,452.25 0.00 04/06/2000 01/17/2030 360.16 06/01/2000 61.7 10.750 590.22
246-51 136,886.83 0.00 04/06/2000 02/11/2010 120.16 06/01/2000 73.9 9.125 1,624.35
246-51 116,996.16 0.00 04/06/2000 01/07/2030 360.16 06/01/2000 83.6 9.625 918.72
246-51 80,951.04 0.00 04/01/2000 02/15/2030 360.00 06/01/2000 90.0 11.775 819.17
----------------------------- ------ --------------------------------
1,364,948.95 0.00 222.15 75.9 10.341 14,325.39
246-52 63,275.13 0.00 01/05/2000 11/13/2019 237.14 03/01/2000 92.1 11.625 629.10
246-52 17,791.60 0.00 02/05/2000 12/04/2027 334.16 04/01/2000 82.5 13.750 192.45
246-52 35,469.30 0.00 03/06/2000 01/25/2010 119.21 05/01/2000 60.1 9.625 429.80
246-52 19,158.24 0.00 02/05/2000 12/14/2019 238.16 04/01/2000 83.5 10.875 181.41
246-52 65,018.33 0.00 02/01/2000 12/22/2009 118.00 03/28/2000 32.5 10.750 821.65
246-52 20,937.67 0.00 02/05/2000 12/14/2019 238.16 04/29/2000 91.3 11.625 208.38
246-52 23,150.35 0.00 02/05/2000 12/14/2019 238.16 04/01/2000 74.2 11.000 221.03
246-52 32,020.44 0.00 02/05/2000 12/14/2019 238.16 04/01/2000 83.5 9.875 283.47
246-52 18,869.09 0.00 02/05/2000 12/14/2019 238.16 04/01/2000 86.1 13.000 204.38
246-52 27,844.09 0.00 02/05/2000 12/26/2009 118.16 04/01/2000 85.3 9.875 340.92
246-52 23,874.83 0.00 02/05/2000 12/07/2024 298.16 04/01/2000 91.5 11.625 226.25
246-52 33,923.45 0.00 02/01/2000 12/16/2014 178.00 02/29/2000 80.8 9.875 334.82
246-52 18,856.10 0.00 02/05/2000 12/14/2019 238.16 04/01/2000 84.6 10.375 172.70
246-52 21,909.94 0.00 02/05/2000 12/26/2009 118.16 04/01/2000 90.0 10.875 279.51
246-52 10,993.03 0.00 01/05/2000 11/25/2009 117.14 03/01/2000 91.3 8.875 129.08
246-52 27,741.36 0.00 03/06/2000 01/25/2010 119.21 05/01/2000 53.5 9.625 336.15
----------------------------- ------ ---------------------------------
460,832.95 0.00 191.29 74.7 10.794 4,991.10
246-53 61,605.76 6,513.00 04/06/2000 01/12/2026 312.16 06/01/2000 78.1 8.875 468.18
246-53 29,666.69 2,046.00 04/06/2000 01/01/2030 360.16 06/01/2000 84.8 8.500 210.79
246-53 227,444.71 11,439.00 04/06/2000 01/04/2030 360.16 06/01/2000 85.9 8.500 1,616.04
246-53 66,044.41 7,929.00 04/06/2000 01/17/2030 360.16 06/01/2000 88.1 9.875 529.80
246-53 100,692.66 2,967.00 04/06/2000 01/15/2030 360.16 06/01/2000 55.3 8.750 731.95
246-53 43,266.35 4,659.00 04/01/2000 03/01/2030 360.00 06/01/2000 83.2 10.626 400.17
246-53 77,873.01 7,561.00 04/06/2000 01/28/2020 240.16 06/01/2000 78.1 8.625 631.28
246-53 73,917.03 3,262.00 04/06/2000 01/17/2030 360.16 06/01/2000 51.0 8.500 525.20
246-53 108,478.24 6,240.00 04/06/2000 01/17/2030 360.16 06/01/2000 64.2 8.500 770.76
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE FUNDING SALE SCHEDULE - GROUP 1
A DIVISION OF SUPERIOR BANK FSB 2000-1 INITIAL POOL OF GROUP 1 FIXED RATE MORTGAGES - SETTLEMENT 3/28/2000 Page 17 3/29/00
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
246-53 900 803174283 MARTIN MAX W 221 EAST 4TH AVENUE SISSETON SD 57262 49,800.00
246-53 900 5100061943 MOSLEY CHARLES L 131 SOUTH BROADWAY LOOMIS WA 98827 93,500.00
246-53 900 5100067874 PIGUE DEBORAH L 6 STEVE ROAD LUEBBERING MO 63061 151,300.00
246-53 900 5100096816 ROBERTSON CYNTHIA 1024 S REGAN STREET HOMINY OK 74035 49,700.00
246-53 900 5100124329 BALDASARE SUZANNE E 128 STONYBROOK ROAD FAIRFIELD CT 06430 350,000.00
246-53 900 5100157915 CUDA ANTHONY J 284 AMSTERDAM AVENUE BRIDGEPORT CT 06606 86,000.00
246-53 900 5100201689 WILLIAMS BETTY J 5229 N STATE ROAD DAVISON MI 48423 102,900.00
246-53 900 5100201879 WUMMEL JOAN 6807 RIDGE ROAD JOHANNESBUR MI 49751 52,000.00
246-53 900 5100201952 HE PING 101 103 MORSE AVENUE GROTON CT 06340 127,600.00
246-53 900 5200059185 ATHMANN KAREN S 9477 WOODCREST LANE BECKER MN 55308 155,900.00
246-53 900 5200059193 VERCRUYSSE JEAN MARC 57 DILLA STREET MILFORD MA 01757 123,700.00
246-53 900 5200059243 WHEELER MARY E 598 SOUTHWICK ROAD WESTFIELD MA 01085 158,700.00
246-53 900 5200059268 CUMMINS ALBERT H 518 MERILINE AVENUE NEW CASTLE PA 16101 32,000.00
246-53 900 5200059276 MACKLEM DELLA G 1222 EAST 13TH STREET EDDYSTONE PA 19022 57,400.00
246-53 900 5200059284 SALTERS NORMAN DOUGLAS 622 BOSKER AVENUE KALAMAZOO MI 49007 56,900.00
246-53 900 5700104952 KELLY,JR SIM D 114 JACKSON STREET LILESVILLE NC 28091 68,000.00
246-53 900 5700112419 SUMNER KURT D 520 PARK AVENUE SAC CITY IA 50583 18,800.00
246-53 900 5700311904 AIKEN THELMA W 1825 NORHTWEST 24TH TERRAC FORT LAUDER FL 33311 60,900.00
246-53 900 5700355216 WOOLVERTON ROY DALE 9014 HARDWOOD LANE TALLAHASSEE FL 32311 43,400.00
246-53 900 5700357766 SCHONACHER DAVID M 321 SAND RIDGE DRIVE VALRICO FL 33594 104,500.00
--------------------------------------- ---------------
29 Sale Total 2,733,000.00
246-54 916 802828483 SHULDA EDWARD J 14313 FREMONT AVENUE NORTH SEATTLE WA 98133 26,100.00
246-54 916 802901520 MITEA GISELA H 27977 BRANDYWINE ROAD FARMINGTON MI 48334 19,200.00
246-54 916 5100112506 SCHRUM RHONDA L 9900 COMMONWEALTH PLACE OKLAHOMA CI OK 73159 57,800.00
246-54 916 5100153153 ZARNICK KAREN M 3103 CASS LAKE AVENUE KEEGO HARBO MI 48320 125,000.00
246-54 916 5200001039 OLNEY PAMELA M 62 STEPPING STONE LANE ORCHARD PAR NY 14127 50,800.00
246-54 916 5200058245 O'NEAL FLORENCE 98 WOODLORE CIRCLE LITTLE ROCK AR 72211 21,800.00
246-54 916 5200058401 KIMLER WILLIAM C 2000 NEW JERSEY AVENUE HADDON HEIG NJ 08035 45,000.00
246-54 916 5200058757 DUCHENEAUX BOYD J 8385 SW 41ST PLACE ROAD OCALA FL 34481 64,300.00
246-54 916 5700292062 HIRSCH JAMES B 35 QUEENSBROOK ROAD PEMBROKE MA 02359 17,900.00
246-54 916 5700324659 BECKER SANDRA M 396 WEST 19TH STREET COCHRANE WI 54622 9,200.00
--------------------------------------- ---------------
10 Sale Total 437,100.00
1,153 Grand Total Group 1 65,440,801.00
<CAPTION>
Cut-off Date Cut-off Date First Original Current Scheduled
Principal Companion Payment Maturity Rem Date LTV Mortgage Payment
Pool ID Balance Loan Bal. Date Date Term Due Ratio Rate Int & Prin
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
246-53 49,800.00 2,441.00 04/01/2000 03/01/2030 360.00 04/01/2000 59.7 8.500 382.92
246-53 92,971.72 9,314.31 05/01/1999 04/01/2029 349.00 03/01/2000 85.0 9.000 752.32
246-53 150,773.06 22,629.89 05/01/1999 04/11/2029 349.00 02/11/2000 85.0 7.880 1,097.55
246-53 49,221.07 5,348.00 04/06/2000 02/01/2010 120.16 06/01/2000 89.5 8.875 577.95
246-53 349,743.85 28,660.00 04/06/2000 01/17/2030 360.16 06/01/2000 81.3 10.525 2,961.21
246-53 85,903.58 6,922.00 04/06/2000 01/11/2030 360.16 06/01/2000 56.2 8.500 610.36
246-53 102,802.95 0.00 03/06/2000 01/06/2025 299.21 05/01/2000 85.7 12.250 1,017.93
246-53 51,941.69 5,283.00 04/06/2000 01/17/2030 360.16 06/01/2000 38.5 8.500 369.06
246-53 127,456.93 4,594.00 04/06/2000 01/16/2030 360.16 06/01/2000 77.3 8.500 905.61
246-53 155,761.75 13,598.00 04/06/2000 01/07/2030 360.16 06/01/2000 86.6 9.625 1,223.13
246-53 123,329.03 10,349.00 04/06/2000 01/21/2020 240.16 06/01/2000 85.3 8.375 981.80
246-53 158,700.00 15,065.00 04/01/2000 01/09/2030 360.00 04/01/2000 84.8 8.525 1,128.93
246-53 31,824.43 4,983.00 04/01/2000 03/01/2015 180.00 06/01/2000 80.0 8.625 317.47
246-53 57,359.98 5,954.00 04/06/2000 01/09/2030 360.16 06/01/2000 84.4 10.750 494.58
246-53 56,852.14 5,915.00 04/06/2000 01/09/2030 360.16 06/01/2000 84.9 9.875 456.06
246-53 67,928.50 7,427.00 04/06/2000 01/08/2030 360.16 06/01/2000 86.0 8.811 496.51
246-53 18,766.26 2,308.94 11/29/1999 09/24/2029 355.92 04/17/2000 64.6 10.750 161.99
246-53 60,739.04 6,226.00 04/06/2000 01/15/2020 240.16 06/01/2000 78.0 9.375 519.37
246-53 43,364.22 0.00 03/06/2000 01/06/2025 299.21 05/01/2000 68.8 13.000 451.80
246-53 104,205.70 10,009.01 04/06/2000 01/14/2020 240.16 06/01/2000 88.5 8.875 860.06
----------------------------- ------ ---------------------------------
2,728,434.76 219,643.15 332.24 78.6 9.245 21,650.78
246-54 25,848.14 1,796.00 01/05/2000 11/19/2014 177.14 03/01/2000 84.6 8.875 242.54
246-54 19,071.35 1,117.44 03/06/2000 01/23/2012 143.21 05/01/2000 44.7 10.000 211.77
246-54 57,513.98 6,642.00 01/05/2000 11/19/2014 177.14 03/01/2000 90.5 8.875 537.12
246-54 124,893.64 11,200.00 03/06/2000 01/03/2028 335.21 05/01/2000 82.7 10.875 1,098.63
246-54 50,685.52 3,942.08 02/05/2000 12/10/2022 274.16 04/01/2000 84.6 8.275 380.42
246-54 21,751.78 2,345.68 02/05/2000 12/14/2019 238.16 04/01/2000 79.1 10.750 204.28
246-54 44,873.27 4,842.00 03/06/2000 01/13/2020 239.21 05/01/2000 89.2 8.875 370.36
246-54 63,902.22 5,740.00 03/06/2000 01/23/2012 143.21 05/01/2000 91.8 11.125 748.30
246-54 17,753.66 1,926.04 02/05/2000 12/26/2009 118.16 04/01/2000 80.2 11.750 234.63
246-54 9,187.44 713.92 02/05/2000 12/07/2024 298.16 04/01/2000 68.9 10.125 77.91
----------------------------- ------ ---------------------------------
435,481.00 40,265.16 236.89 83.8 9.995 4,105.96
65,333,204.47 259,908.31 251.92 78.8 11.365 671,012.80
</TABLE>
<PAGE>
EXHIBIT H-2
MORTGAGE LOAN SCHEDULE FOR GROUP 2
<PAGE>
ALLIANCE FUNDING PAGE 1 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 800837171 JESSIE PRESTON 1810 WEST ROCKLAND STREET PHILADELPHI PA 19140 34,000.00
331-01 901 801182551 HUNTER ALICIA S 22 B OXFORD VILLAGE EGG HARBOR NJ 08234 45,050.00
331-01 901 801653833 BOYD BETTY J 300 IRBY ROAD SPARTANBURG SC 29301 75,000.00
331-01 901 801956269 YOUNTS MARTIN K 112 BOLENDER ROAD AUBURNDALE FL 33823 75,200.00
331-01 901 802153866 KIMMEL BETH A 22 FOX RUN DRIVE WHITE HAVEN PA 18661 39,000.00
331-01 901 802195016 LESLIE DELROY S 938 EAST 223RD STREET BRONX NY 10466 225,000.00
331-01 901 802244962 UZZELL BETTIE 1302 EDGERTON STREET GOLDSBORO NC 27530 48,450.00
331-01 901 802275339 MORRIS PETER 205 SOUTH TENTH STREET LINDENHURST NY 11757 163,500.00
331-01 901 802332130 FLOWER KIMBERLY J 2181 HOFFMAN LANE SCHENECTADY NY 12306 60,000.00
331-01 901 802367904 DANIELS CHERYL A 501 S DAVIS STREET ALBANY GA 31701 36,750.00
331-01 901 802389544 MACIAS AUSNCIO 600 WEST CANAL STREET ANSONIA OH 45303 44,100.00
331-01 901 802417907 MASIELLO CHRISTY 18A MELISSA STREET STATEN ISLA NY 10314 79,110.00
331-01 901 802430652 DAY EARL 601 EAST THIRD STREET PLAINFIELD NJ 07060 76,000.00
331-01 901 802438952 SMITH PHEBE 3326 RUCKLE STREET INDIANAPOLI IN 46268 60,000.00
331-01 901 802450866 SANDERS RACHEL 2389 DEEP SHOALS CIRCLE DECATUR GA 30034 79,050.00
331-01 901 802471102 CARR KIMBERLY R 901 29TH STREET NORTH SAINT PETER FL 33713 69,957.00
331-01 901 802480954 BELL THERESA A 169 LINDSEY COURT FRANKLIN PA NJ 08823 30,000.00
331-01 901 802494799 CHURCH FRANCES E 320 WISE ST HOPKINS MI 49328 59,800.00
331-01 901 802516328 RUSSELL SUSAN F 186 MILL MOUNTAIN ROAD DRUMS PA 18222 34,000.00
331-01 901 802520338 YOUNG KENNETH 93 6 BALANCE ROCK ROAD SEYMOUR CT 06483 44,625.00
331-01 901 802539338 MILLER DAVID T 25 OLD RIDGE ROAD SOUTH BRUNS NJ 08852 131,000.00
331-01 901 802548032 PATTERSON GLENDA 164 HENNINGS PLACE CARTHAGE NC 28327 69,600.00
331-01 901 802583088 ANDERSON ROSLYN 2793 A STARR ROAD MORROW GA 30260 63,750.00
331-01 901 802605584 HEATHCOTE CAROL A 714 HICKORY LANE FORT MEADE FL 33841 64,800.00
331-01 901 802609370 MIDDLETON THOMAS E HC 1 BOX 1785 ROBERTS ROAD STARLIGHT PA 18461 58,500.00
331-01 901 802616284 LEBOEUF ROBERT R JR 18 FRANKLIN TERRACE SOUTHBRIDGE MA 01550 52,000.00
331-01 901 802626531 RILEY JUDY A 106 WEST 3RD AVENUE RUNNEMEDE NJ 08078 83,500.00
331-01 901 802675603 BUTTS COURTNEY 257 CHANDLER ROAD BLOUNTSVILL AL 35031 58,225.00
331-01 901 802693762 BEARD DAVID M 1606 6TH AVENUE TERRE HAUTE IN 47807 51,000.00
331-01 901 802704502 BERDEJO MARTA 13 DARTMOUTH AVENUE APT 1A BRIDGEWATER NJ 08807 62,400.00
331-01 901 802715979 WIDMER WILLIAM JR RR2 BOX 187 ROUTE 940 WHITE HAVEN PA 18661 62,250.00
331-01 901 802729111 BURTON JEREMIAH 60 NEWPORT AVENUE SOMERSET NJ 08873 116,600.00
331-01 901 802731778 HOLLAND VANESSA G 1124 MASTER STREET PHILADELPHI PA 19122 50,750.00
331-01 901 802758300 BASKIN WILLIAM J 604 CRAWFORD AVENUE SYRACUSE NY 13224 63,750.00
331-01 901 802763409 PENG WILFORD XINE 1744 WASHINGTON STREET NEWTON MA 02165 449,650.00
331-01 901 802767079 KNOPP RANDY 13559 MCLISH ST MILLERSPORT OH 43046 51,000.00
331-01 901 802780601 UPSHAW CORNELIUS 1830 TIBBETS AVENUE SPRINGFIELD OH 45506 48,450.00
331-01 901 802781690 DUNN KEVIN 5718 FENTON DEARBORN HE MI 48127 93,500.00
331-01 901 802794529 ZUMBADO ERNESTO 72 HAMILTON ROAD HILLSBOROUG NJ 08876 171,000.00
331-01 901 802822965 FERRY RONALD V 171 CLIFTON DR NE WARREN OH 44482 71,920.00
331-01 901 802822999 OILE SAUNDRA 819 ST CLAIR STREET PORT HURON MI 48060 55,200.00
331-01 901 802839605 HOLGATE GREGORY J 1367 LAYTON ROAD CLARKS SUMM PA 18411 63,000.00
331-01 901 802839795 ISBELL JENNIFER L 3321 EAST 5TH STREET DAYTON OH 45403 55,250.00
331-01 901 802855403 GARNETT PETER N 262 BLUEGRASS COURT ANGIER NC 27501 127,920.00
331-01 901 802869602 CHELLIS JAMES L 51 KELLERSBURG ROAD TUNKHANNOCK PA 18657 51,000.00
331-01 901 802873620 PLATTO ALICE M. 720 SW 38 TERRACE FORT LAUDER FL 33312 24,000.00
331-01 901 802883892 PRINCE DONALD J 3 WOODHENGE CIRCLE LONDONDERRY NH 03053 161,910.00
331-01 901 802887679 ROBINSON MICHAEL E 4 EDGEWOOD ROAD PORTSMOUTH NH 03801 136,000.00
331-01 901 802889790 WILKINS ALBERT LEE 400 HICKS MILL ROAD OXFORD NC 27565 34,000.00
331-01 901 802891796 WINGLER HARVEY 219 GOAT HILL ROAD PEACH BOTTO PA 17563 126,000.00
331-01 901 802893354 COTA SEBASTIAO B 91 HOWE STREET MARLBOROUGH MA 01752 141,950.00
331-01 901 802907055 CUNNINGHAM LARRY 1126 VICTORY AVENUE PLAINFIELD NJ 07060 140,160.00
331-01 901 802908285 NOBILE JOHN 101 PIDGEONHILL ROAD HUNINGTON NY 11746 289,000.00
331-01 901 802910653 SEGO BRENDA L 522 YALMER RD SKANDIA MI 49885 61,200.00
331-01 901 802910869 CANNONE PHILLIP J 211 TOWN BANK ROAD NORTH CAPE NJ 08204 56,000.00
331-01 901 802913525 PETERSON BETTY A 1236 WINDSOR AVENUE DAYTON OH 45407 25,600.00
331-01 901 802918425 MORINA SAMI 44 NORTH SHERIDAN STREET MCADOO PA 18237 34,800.00
331-01 901 802926972 GRAY ROBERT 1891 NW 27TH STREET FORT LAUDER FL 33311 68,000.00
331-01 901 802927004 GILES PAMALA E 9197 TAYLOR RD SW REYNOLDSBUR OH 43068 82,800.00
331-01 901 802928838 ALDEN DENISE 1513 HIGH STREET LANSING MI 48906 21,250.00
331-01 901 802929778 SANDERS ANTONIO 1326 DEWEY STREET MACON GA 31206 39,950.00
331-01 901 802931303 BARROW REGINALD N 1092 EAST 177TH STREET CLEVELAND OH 44119 10,200.00
331-01 901 802931394 DI FIORE UMBERTO G 74 WALLACE STREET RED BANK NJ 07701 91,700.00
331-01 901 802934687 DISIMONI DONATO M 06 OAK STREET OLD FORGE PA 18518 48,000.00
331-01 901 802940577 RUSSELL BARBARA L 1800 HILLSDALE AVENUE DAYTON OH 45414 52,500.00
331-01 901 802945675 PARR LEWIS S 190 WEST PARKER STREET SCRANTON PA 18508 33,830.00
331-01 901 802946525 CARLL IRWIN 201 FEDERAL AVE HOUGHTON LA MI 48629 54,000.00
331-01 901 802948455 HOGENSON DOUGLAS B 1723 SOUTH 373RD PLACE FEDERAL WAY WA 98003 189,600.00
331-01 901 802949925 CASH ROBERT W 610 EAST WASHINGTON STREET LAGRO IN 46941 40,950.00
331-01 901 802952671 SZCZYPTA BRUCE J 1604 HOLTZ ROAD ENOLA PA 17025 56,000.00
331-01 901 802952705 DESHONG VELMA V 5200 OAHU COURT CAMP SPRING MD 20748 133,633.00
331-01 901 802954875 WATSON PAUL A 2805 NW 4TH AVENUE CAPE CORAL FL 33993 81,600.00
331-01 901 802964361 STEVENS KEVIN 3420 EAST CAMBRIDGE AVE PHOENIX AZ 85008 97,200.00
331-01 901 802970665 POOLE LEONARD J. JR 1690 SOUTH GREEN RIVER ROA COWPENS SC 29330 164,000.00
331-01 901 802972158 STEWART BERNICE B 116 JORDAN STREET CRYSTAL SPR MS 39059 22,550.00
331-01 901 802972596 JOHNSON DONALD W 1044 S 4TH STREET CLINTON IN 47842 28,000.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 800837171 33,722.04 08/01/1998 07/01/2028 10.500 9.500 16.500 6.250
331-01 901 801182551 44,716.14 12/01/1998 11/01/2028 9.750 8.750 15.750 6.625
331-01 901 801653833 74,849.86 06/01/1999 05/01/2029 13.000 13.000 19.000 9.500
331-01 901 801956269 75,040.96 07/01/1999 06/01/2029 12.500 11.500 18.500 8.875
331-01 901 802153866 38,902.58 10/01/1999 09/01/2029 9.500 8.500 15.500 5.500
331-01 901 802195016 224,451.67 09/01/1999 08/01/2029 10.500 9.500 16.500 7.250
331-01 901 802244962 48,269.29 03/01/1999 02/01/2029 11.875 10.875 17.875 7.500
331-01 901 802275339 163,229.53 11/01/1999 10/01/2029 10.375 9.375 16.375 6.250
331-01 901 802332130 59,966.36 02/01/2000 01/01/2030 8.875 7.875 14.875 4.625
331-01 901 802367904 36,699.66 11/01/1999 10/01/2029 11.250 10.250 17.250 6.750
331-01 901 802389544 44,043.02 12/01/1999 11/01/2029 11.250 10.250 17.250 7.000
331-01 901 802417907 79,019.84 01/01/2000 12/01/2029 10.750 9.750 16.750 6.500
331-01 901 802430652 75,917.95 12/01/1999 11/01/2029 11.000 10.000 17.000 7.150
331-01 901 802438952 59,913.26 11/01/1999 10/01/2029 11.000 10.000 17.000 6.500
331-01 901 802450866 78,952.71 11/01/1999 10/01/2029 11.750 10.750 17.750 7.125
331-01 901 802471102 68,644.16 12/01/1999 11/01/2029 11.500 10.500 17.500 7.125
331-01 901 802480954 29,982.75 01/01/2000 12/01/2029 12.000 11.000 18.000 7.025
331-01 901 802494799 59,800.00 03/01/2000 02/01/2030 12.875 11.875 18.875 8.150
331-01 901 802516328 33,972.12 01/01/2000 12/01/2029 10.375 9.375 16.375 5.950
331-01 901 802520338 44,452.35 12/01/1999 11/01/2029 10.625 9.625 16.625 6.400
331-01 901 802539338 130,852.58 01/01/2000 12/01/2029 8.875 7.875 14.875 4.800
331-01 901 802548032 69,524.85 12/01/1999 11/01/2029 11.000 10.000 17.000 6.000
331-01 901 802583088 63,703.48 12/01/1999 11/01/2029 12.875 11.875 18.875 7.700
331-01 901 802605584 64,683.88 12/01/1999 11/01/2029 10.000 9.000 16.000 5.875
331-01 901 802609370 57,941.62 02/01/2000 01/01/2030 10.500 9.500 16.500 6.300
331-01 901 802616284 51,964.94 12/01/1999 11/01/2029 13.125 12.125 19.125 8.950
331-01 901 802626531 83,500.00 04/01/2000 03/01/2030 12.000 11.000 18.000 6.600
331-01 901 802675603 58,197.47 01/01/2000 12/01/2029 12.875 11.875 18.875 7.875
331-01 901 802693762 51,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 4.750
331-01 901 802704502 62,336.19 01/01/2000 12/01/2029 11.250 10.250 17.250 6.725
331-01 901 802715979 61,645.38 03/01/2000 02/01/2030 11.250 10.250 17.250 6.450
331-01 901 802729111 116,547.88 01/01/2000 12/01/2029 13.125 12.125 19.125 8.900
331-01 901 802731778 50,750.00 03/01/2000 02/01/2030 12.625 11.625 18.625 7.400
331-01 901 802758300 63,705.57 01/01/2000 12/01/2029 11.125 10.125 17.125 6.625
331-01 901 802763409 449,351.77 01/01/2000 12/01/2029 11.625 10.625 17.625 7.200
331-01 901 802767079 51,000.00 04/01/2000 03/01/2030 8.625 7.625 14.625 4.250
331-01 901 802780601 48,416.23 01/01/2000 12/01/2029 11.125 10.125 17.125 6.750
331-01 901 802781690 93,433.00 01/01/2000 12/01/2029 11.000 10.000 17.000 6.775
331-01 901 802794529 170,887.13 02/01/2000 01/01/2030 11.375 10.375 17.375 7.150
331-01 901 802822965 71,920.00 04/01/2000 03/01/2030 8.125 7.125 14.125 3.500
331-01 901 802822999 55,200.00 03/01/2000 02/01/2030 13.125 12.125 19.125 8.900
331-01 901 802839605 63,000.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.700
331-01 901 802839795 55,250.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.750
331-01 901 802855403 127,920.00 04/01/2000 03/01/2030 12.625 11.625 18.625 8.250
331-01 901 802869602 50,985.80 03/01/2000 02/01/2030 12.125 11.125 18.125 7.400
331-01 901 802873620 24,000.00 04/01/2000 03/01/2030 9.625 8.625 15.625 5.000
331-01 901 802883892 161,910.00 03/01/2000 02/01/2030 11.625 10.625 17.625 7.125
331-01 901 802887679 136,000.00 04/01/2000 03/01/2030 13.375 12.375 19.375 8.875
331-01 901 802889790 33,992.22 02/01/2000 01/01/2030 13.000 12.000 19.000 8.250
331-01 901 802891796 126,000.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.900
331-01 901 802893354 141,905.87 02/01/2000 01/01/2030 11.625 10.625 17.625 7.200
331-01 901 802907055 140,160.00 04/01/2000 03/01/2030 12.750 11.750 18.750 7.550
331-01 901 802908285 289,000.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.750
331-01 901 802910653 61,200.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.000
331-01 901 802910869 56,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.250
331-01 901 802913525 25,600.00 03/01/2000 02/01/2030 13.625 12.625 19.625 9.375
331-01 901 802918425 34,422.80 02/01/2000 01/01/2030 12.375 11.375 18.375 7.700
331-01 901 802926972 67,986.12 02/01/2000 01/01/2030 13.500 12.500 19.500 8.625
331-01 901 802927004 82,800.00 04/01/2000 03/01/2030 11.625 10.625 17.625 6.000
331-01 901 802928838 21,250.00 03/01/2000 02/01/2030 13.125 12.125 19.125 7.900
331-01 901 802929778 39,950.00 04/01/2000 03/01/2030 12.250 11.250 18.250 6.500
331-01 901 802931303 10,200.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.500
331-01 901 802931394 91,700.00 03/01/2000 02/01/2030 12.375 11.375 18.375 7.400
331-01 901 802934687 48,000.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.450
331-01 901 802940577 52,500.00 04/01/2000 03/01/2030 10.250 9.250 16.250 6.000
331-01 901 802945675 33,830.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.200
331-01 901 802946525 53,983.67 03/01/2000 02/01/2030 11.750 10.750 17.750 6.900
331-01 901 802948455 189,600.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.750
331-01 901 802949925 40,950.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 802952671 56,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-01 901 802952705 133,633.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.000
331-01 901 802954875 81,600.00 04/01/2000 03/01/2030 11.625 10.625 17.625 7.000
331-01 901 802964361 97,111.31 02/01/2000 01/01/2030 9.875 8.875 15.875 5.500
331-01 901 802970665 164,000.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.250
331-01 901 802972158 22,550.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.250
331-01 901 802972596 28,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 2 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 802972729 DORNEY RONALD F 931 SOUTH HILLVIEW ROAD ALLENTOWN PA 18103 76,500.00
331-01 901 802976639 OWENS JAMES F 51 FANE COURT BROOKLYN NY 11229 91,200.00
331-01 901 802979179 FARHA ASHRAF 4698 BLOSSOM HILL TRAIL ANN ARBOR MI 48108 128,500.00
331-01 901 802982934 LEO MICHAEL 1210 THIRD STREET BRISTOL PA 19021 69,600.00
331-01 901 802986950 COOPER MALAIKA 2801 LAWINA ROAD BALTIMORE MD 21216 77,390.00
331-01 901 802991216 UPSON TAFFORD 7101 UDINE AVENUE ORLANDO FL 32819 56,100.00
331-01 901 802992305 GOMEZ JUAN 367 BROADWAY HUNTINGTON NY 11743 196,000.00
331-01 901 802993592 ROBINSON CAROLYN 13167 BIRWOOD DETROIT MI 48238 51,200.00
331-01 901 802997890 ALLEN ROBIN 809 WEGHORST STREET INDIANAPOLI IN 46203 44,965.00
331-01 901 803003805 LAWRENCE DERWIN 2038 ANDERSON FARM ROAD DARLINGTON SC 29532 69,000.00
331-01 901 803003920 THOMAS RUBY R 3700 FOSTER STREET LITTLE ROCK AR 72204 79,900.00
331-01 901 803004324 LONGO JOHN W 1729 1/2 WOODMONT AVENUE NEW KENSING PA 15068 48,800.00
331-01 901 803005081 CRANE MATT 4645 SKELTON COLUMBIAVIL MI 48421 170,000.00
331-01 901 803005529 GOMEZ ANDREW 110 THORPE PONTIAC MI 48341 67,500.00
331-01 901 803005834 CARTER JOHN PAUL 8005 OLD RIVER ROAD BURGAW NC 28425 93,600.00
331-01 901 803006204 SAULISBERRY FLORENCE 712714 SOUTH 33RD STREET SAN DIEGO CA 92113 94,500.00
331-01 901 803007244 MORELLI FRANK J 102 BLYTHE ROAD MORGAN PA 15064 20,000.00
331-01 901 803007822 VIECELI DINO 323 DEWEY ROYAL OAK MI 48067 99,000.00
331-01 901 803010347 LAWRENCE DWAIN 2640 DENISE DR BIRMINGHAM AL 35235 105,660.00
331-01 901 803010800 MABRY GARRIOTT SR 117 WALNUT AVENUE BALTIMORE MD 21222 91,800.00
331-01 901 803011683 BAYS DONALD G 5220 TWP RD 226 SE SHAWNEE OH 43782 99,000.00
331-01 901 803012822 CRAWFORD DAVID E 1218 COURTNEY DRIVE CHAMBERSBUR PA 17201 91,510.00
331-01 901 803014695 HARVERSON JEFFREY 47 EDDIES TRAIL WAYNESVILLE NC 28786 45,900.00
331-01 901 803015890 CHRISTENSEN CURTIS 4263 POLARIS PARKWAY JANESVILLE WI 53546 173,700.00
331-01 901 803015973 PERSING HEATHER L 114 MONTGOMERY STREET MONTGOMERY PA 17752 54,825.00
331-01 901 803016716 PEARSON LARRY 19941 DORSET ST SOUTHFIELD MI 48075 120,000.00
331-01 901 803018613 JOHNSON CLAUDE J 1421 EAST CLARK STREET WARSAW IN 46580 51,350.00
331-01 901 803023555 MCAFEE JACK L 707 NOBLE STREET NORRISTOWN PA 19401 77,000.00
331-01 901 803025832 URBINA SERGIO 21449 NORTH WEST 39 AVENUE MIAMI FL 33055 50,400.00
331-01 901 803025907 SLATEN MICHELLE A 7754 MINOCK DETROIT MI 48228 72,000.00
331-01 901 803031236 REESE CARLESTER 6943 MANSLICK ROAD CORDOVA TN 38018 67,740.00
331-01 901 803032523 RUTKOWSKI WILLIAM 811 ALBERT STREET DICKSON CIT PA 18519 103,000.00
331-01 901 803033190 MARSHALL SCOTT K. 117 PENINSULA DR DENTON TWP MI 48651 104,400.00
331-01 901 803033802 HARRISON PAMYULA F 222 VILLAGEWAY SOUTH BEND IN 46619 54,640.00
331-01 901 803036292 LEWIS DAVID L 5522 SOUTH 18TH AVENUE GULFPORT FL 33707 59,100.00
331-01 901 803036581 WELLS YVONNE 5932 S ELIZABETH CHICAGO IL 60636 55,000.00
331-01 901 803037597 ONEILL SUSAN 59 43 163RD STREET FLUSHING NY 11365 170,000.00
331-01 901 803038165 RODGERS ROBERT J 4508 NORTH MONROE STREET SPOKANE WA 99205 82,450.00
331-01 901 803040245 COCKS GILBERT 25 CASSIDY PLACE STATEN ISLA NY 10301 60,000.00
331-01 901 803040492 JANIS NORBERT J 377 MAIN STREET KINGS GRAN NEW CANAAN CT 06840 468,750.00
331-01 901 803040625 DAVIS ADOLPH III 72 74 HARRIMAN BEDFORD HTS OH 44146 156,150.00
331-01 901 803041821 NOE GLENN G 3633 OLD BUCKINGHAM ROAD POWHATAN VA 23139 117,000.00
331-01 901 803043355 FOLTZ ROY 1069 SAY AVE COLUMBUS OH 43201 72,000.00
331-01 901 803044783 LACAVA JUDITH L 59 STARK AVENUE WAKEFIELD MA 01880 125,000.00
331-01 901 803045830 BALTIMORE EURA 15 JACKSON CIRCLE TRENTON TN 38382 54,000.00
331-01 901 803046721 COLEMAN SEQUOIA 5830 PERSHING AVE ST LOUIS MO 63112 69,600.00
331-01 901 803047224 DEMONTE RALPH 21492 DAWSON AVENUE PORT CHARLO FL 33952 56,700.00
331-01 901 803047471 COOK JOHN D 10 DEBBIE TERRACE HAVERHILL MA 01830 116,250.00
331-01 901 803048263 GOFORTH REVONDA 21 SPRING STREET MARION NC 28752 68,000.00
331-01 901 803049097 VANVALKENBUR RONALD 35 BERGEN BOULEVARD WEST PATERS NJ 07424 103,500.00
331-01 901 803049121 THAYER JENNIFER L 14785 BASINGSTOKE LOOP CENTREVILLE VA 20120 96,300.00
331-01 901 803049758 SMITH-BENTON LILLIAN 2884 SELMA STREET JACKSONVILL FL 32205 76,500.00
331-01 901 803050384 PRESTON EDMUND J 168 HILLTOP ROAD DRACUT MA 01826 124,100.00
331-01 901 803051432 WEIDNER JANICE L 1065 MAIN STREET SLATINGTON PA 18080 110,900.00
331-01 901 803052976 BROWN BRIAN W RR 3 BOX 526 SHUNK PA 17768 72,891.00
331-01 901 803053578 DITORO TIMOTHY R 812 FERREE STREET CORAOPOLIS PA 15108 60,800.00
331-01 901 803053925 BRADSHAW PATRICIA F 1949 SUNBERRY ROAD BALTIMORE MD 21222 100,000.00
331-01 901 803056324 BOYD ALICE 1627 OGDEN BENTON HARB MI 49022 61,600.00
331-01 901 803057066 WILLIAMS ANDRE L 1427 30TH STREET BIRMINGHAM AL 35218 50,150.00
331-01 901 803059484 MCKENRICK DAN 11025 BELLAIRE CIRCLE THORNTON CO 80233 148,750.00
331-01 901 803059880 SMITH BARBARA ANN 9325 RUTHERFORD DETROIT MI 48221 39,900.00
331-01 901 803062512 PATTERSON BARBARA 24 DAWN COURT MONMOUTH JU NJ 08852 76,000.00
331-01 901 803062827 MCCASLAND JON 858 JONES DRIVE POCATELLO ID 83201 62,900.00
331-01 901 803065168 GERGI FADI 414 ATLANTIC AVENUE MONACA PA 15061 64,710.00
331-01 901 803068121 KABIR KHAN HUMAYUN 5708 XENIA STREET CORONA NY 11368 315,000.00
331-01 901 803069186 WILDER CALVIN R 4349 ROBERTON AVENUE BALTIMORE MD 21206 54,000.00
331-01 901 803069905 CREAMER DEANNA 517 EAST DRIVE PUNTA GORDA FL 33950 59,500.00
331-01 901 803069954 TAYLOR GERALD D 1412 JEFFERSON STREET KINGMAN AZ 86401 92,250.00
331-01 901 803070200 SCHNEIDER DAVID A 624 GARLAND PLACE LOWELL AR 72745 94,880.00
331-01 901 803072255 COBURN SCOTT 146 SHADOW LAKE ROAD SALEM NH 03079 107,250.00
331-01 901 803072578 WILSON HOPE E. 915 NELAND GRAND RAPID MI 49507 61,200.00
331-01 901 803073378 BAGBEY SHELBY N 550 NEWTON ROAD BUFFALO JUN VA 24529 100,000.00
331-01 901 803074244 GOOD CATHERINE 142 18 222ND STREET LAURELTON NY 11413 183,600.00
331-01 901 803074558 LAMB KIMBERLY S 205 NORTH MAIN STREET CAMDEN MI 49232 38,400.00
331-01 901 803077130 SAUBERT KEVIN W 3736 ROSE MANOR MARKHAM IL 60426 60,000.00
331-01 901 803078799 IPPOLITO GEORGE J 45 MEADE LOOP STATEN ISLA NY 10309 525,000.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 802972729 76,483.00 03/01/2000 02/01/2030 13.125 12.125 19.125 8.900
331-01 901 802976639 91,200.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.400
331-01 901 802979179 127,288.38 03/01/2000 02/01/2030 10.875 9.875 16.875 6.050
331-01 901 802982934 69,600.00 03/01/2000 02/01/2030 12.250 11.250 18.250 6.875
331-01 901 802986950 77,390.00 04/01/2000 03/01/2030 13.375 12.375 19.375 7.875
331-01 901 802991216 56,100.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.250
331-01 901 802992305 195,901.02 03/01/2000 02/01/2030 9.375 8.375 15.375 5.250
331-01 901 802993592 51,200.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-01 901 802997890 44,965.00 04/01/2000 03/01/2030 11.750 10.750 17.750 6.500
331-01 901 803003805 69,000.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.250
331-01 901 803003920 79,900.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.250
331-01 901 803004324 48,800.00 04/01/2000 03/01/2030 11.500 10.500 17.500 7.250
331-01 901 803005081 169,881.47 03/01/2000 02/01/2030 11.125 10.125 17.125 6.650
331-01 901 803005529 67,500.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.750
331-01 901 803005834 93,600.00 04/01/2000 03/01/2030 13.000 12.000 19.000 8.500
331-01 901 803006204 94,500.00 03/01/2000 02/01/2030 12.750 11.750 18.750 7.875
331-01 901 803007244 20,000.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.500
331-01 901 803007822 99,000.00 03/01/2000 02/01/2030 12.625 11.625 18.625 7.325
331-01 901 803010347 105,660.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-01 901 803010800 91,800.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-01 901 803011683 99,000.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.625
331-01 901 803012822 91,510.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.300
331-01 901 803014695 45,900.00 04/01/2000 03/01/2030 11.625 10.625 17.625 6.750
331-01 901 803015890 173,700.00 04/01/2000 03/01/2030 11.625 10.625 17.625 7.150
331-01 901 803015973 54,255.78 03/01/2000 02/01/2030 12.125 11.125 18.125 6.900
331-01 901 803016716 120,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803018613 51,350.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.625
331-01 901 803023555 76,962.12 03/01/2000 02/01/2030 9.500 8.500 15.500 5.000
331-01 901 803025832 50,400.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.250
331-01 901 803025907 72,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 5.750
331-01 901 803031236 67,740.00 03/01/2000 02/01/2030 9.375 8.375 15.375 4.500
331-01 901 803032523 103,000.00 03/01/2000 02/01/2030 9.875 8.875 15.875 5.450
331-01 901 803033190 104,400.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.500
331-01 901 803033802 54,640.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.625
331-01 901 803036292 59,100.00 04/01/2000 03/01/2030 11.625 10.625 17.625 6.750
331-01 901 803036581 55,000.00 04/01/2000 03/01/2030 11.625 10.625 17.625 6.900
331-01 901 803037597 169,967.23 03/01/2000 02/01/2030 13.750 12.750 19.750 8.550
331-01 901 803038165 82,450.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.500
331-01 901 803040245 60,000.00 04/01/2000 03/01/2030 10.875 9.875 16.875 5.650
331-01 901 803040492 468,750.00 04/01/2000 03/01/2030 10.250 9.250 16.250 6.000
331-01 901 803040625 156,150.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.500
331-01 901 803041821 116,941.47 04/01/2000 03/01/2030 12.625 11.625 18.625 7.750
331-01 901 803043355 72,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803044783 123,690.13 03/01/2000 02/01/2030 12.250 11.250 18.250 7.500
331-01 901 803045830 54,000.00 04/01/2000 03/01/2030 11.875 10.875 17.875 6.650
331-01 901 803046721 69,600.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803047224 56,700.00 04/01/2000 03/01/2030 8.375 7.375 14.375 3.500
331-01 901 803047471 116,201.25 03/01/2000 02/01/2030 10.250 9.250 16.250 6.000
331-01 901 803048263 68,000.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.250
331-01 901 803049097 103,500.00 04/01/2000 03/01/2030 12.125 11.125 18.125 7.150
331-01 901 803049121 96,300.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.500
331-01 901 803049758 76,500.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.250
331-01 901 803050384 124,100.00 03/01/2000 02/01/2030 10.250 9.250 16.250 6.000
331-01 901 803051432 110,900.00 03/01/2000 02/01/2030 9.000 8.000 15.000 5.050
331-01 901 803052976 72,891.00 04/01/2000 03/01/2030 12.500 11.500 18.500 7.900
331-01 901 803053578 60,800.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803053925 100,000.00 04/01/2000 03/01/2030 11.625 10.625 17.625 6.950
331-01 901 803056324 61,600.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.375
331-01 901 803057066 50,138.53 03/01/2000 02/01/2030 13.000 12.000 19.000 8.550
331-01 901 803059484 148,750.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.875
331-01 901 803059880 39,900.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.000
331-01 901 803062512 76,000.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803062827 62,900.00 04/01/2000 03/01/2030 9.250 8.250 15.250 5.000
331-01 901 803065168 64,710.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-01 901 803068121 315,000.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.500
331-01 901 803069186 54,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803069905 59,500.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.875
331-01 901 803069954 92,215.27 02/01/2000 01/01/2030 10.750 9.750 16.750 6.375
331-01 901 803070200 94,880.00 04/01/2000 03/01/2030 12.125 11.125 18.125 7.250
331-01 901 803072255 107,250.00 04/01/2000 03/01/2030 10.250 9.250 16.250 6.000
331-01 901 803072578 61,200.00 04/01/2000 03/01/2030 13.375 12.375 19.375 8.900
331-01 901 803073378 100,000.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803074244 183,600.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.470
331-01 901 803074558 38,400.00 04/01/2000 03/01/2030 12.375 11.375 18.375 7.875
331-01 901 803077130 60,000.00 04/01/2000 03/01/2030 13.375 12.375 19.375 8.900
331-01 901 803078799 525,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.500
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 3 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 803079631 TORO STEVEN J 45B FRANCINE COURT UNIT 87 STATEN ISLA NY 10306 37,600.00
331-01 901 803080464 LOUDERMILL JACKIE L 4516 WEST 146TH STREET CLEVELAND OH 44135 72,000.00
331-01 901 803080605 CASSANO JOHNATHAN B 8624 TAFT ROAD BLOOMFIELD NY 14469 127,650.00
331-01 901 803081249 SUMMERS DONALD E 19641 SOUTHEAST 260TH STRE COVINGTON WA 98042 104,000.00
331-01 901 803083351 GRAY MAERENA 717 CARROLTON ROAD MEMPHIS TN 38127 46,400.00
331-01 901 803085349 FIRESTINE LISA 1020 FIRST ST NW ALTOONA IA 50009 73,450.00
331-01 901 803087063 ZIMMERMAN GANESHA 219 BROCKINGTON STREET TIMMONSVILL SC 29161 60,000.00
331-01 901 803087717 YAGER RAYMOND R 6906 8TH STREET NORTH OAKDALE MN 55128 81,000.00
331-01 901 803088350 ROBINSON STEVE B 12190 GREGORY ROAD SANGER TX 76266 104,000.00
331-01 901 803089549 HARRIS TAMMY S 10543 MOHAVE COURT INDIANAPOLI IN 46236 66,750.00
331-01 901 803089564 CHOWDHURY NURUN N 34 23 73 STREET JACKSON HEI NY 11372 314,500.00
331-01 901 803090844 FISHER DOUGLAS M 11379 AIRPORT RD ARBOR VITAE WI 54568 92,600.00
331-01 901 803091198 KLEMMER MARK M. 1001 OAKWOOD LN ST CLAIR MI 48076 170,300.00
331-01 901 803091693 GOODPASTURE GREG L 4948 WEST SWAN HILL COVE WEST JORDAN UT 84084 148,500.00
331-01 901 803091768 TRUESDALE DAVID 1106 NAVAJO TRAIL ALABASTER AL 35007 82,000.00
331-01 901 803091826 CURL MARIAN L 412 NANTUCKET ROAD VALPARAISO IN 46385 67,500.00
331-01 901 803092394 ANDERSON-PAR GWENDOLYN 9235 SUSSEX DETROIT MI 48228 48,750.00
331-01 901 803093574 ARNOLD SILAS 15279 EDMORE DRIVE DETROIT MI 48205 77,000.00
331-01 901 803094515 CANGIANO FRANCESCO D 2016 ROUTE 221 HUDSON RD BRADFORD ME 04410 82,400.00
331-01 901 803095108 STURGIS ERIC 164 15 120TH AVE JAMAICA NY 11434 73,000.00
331-01 901 803095272 TOOKS LIONEL J 3208 UTAH ST ST LOUIS MO 63118 34,400.00
331-01 901 803095298 DAVIS CHERYL D 1557 BRUNSON ROAD CARYVILLE FL 32427 65,450.00
331-01 901 803095769 SCHULTZ CHARLES G 7505 RANDY RD MACHESNEY P IL 61115 44,200.00
331-01 901 803096890 LILLY ANNA E 6 RR BOX 77 DECATUR IL 62521 33,800.00
331-01 901 803097088 BOWN KRISTI L 3901 ROCK ST MANITOWOC WI 54220 64,000.00
331-01 901 803098227 RIETEL LARRY A 1175 SOUTH POINTE DRIVE FRANKLIN IN 46131 57,800.00
331-01 901 803099373 DAVIS JACQUELINE L 801 EVERGREEN AVE APPOMATTOX VA 24522 53,200.00
331-01 901 803099597 GRANIERI ANNA MAE 2816 SOUTH 65TH STREET PHILADELPHI PA 19142 54,800.00
331-01 901 803100254 HEYWOOD BRADLEY C 15324 DRESDEN TRAIL APPLE VALLE MN 55124 120,000.00
331-01 901 803100536 BLACK BURTON ROBERTA L 6743 S CLAREMONT CHICAGO IL 60636 45,500.00
331-01 901 803102045 BRADSHAW PATRICIA F 1611 LYNCH ROAD BALTIMORE MD 21222 51,600.00
331-01 901 803103274 HILL CHARLES W 1651 LINCOLN WAY WHITE OAK PA 15132 64,000.00
331-01 901 803103605 LAFRENIERE LISA A 121 5TH STREET WINTER HAVE FL 33880 44,800.00
331-01 901 803104595 KLINKER BRUCE E 530 MOFFITT BOULEVARD ISLIP NY 11751 157,000.00
331-01 901 803105923 CAMASSO JUDITH 510 CRYSTAL LANE NORRISTOWN PA 19403 53,200.00
331-01 901 803108679 FISHE ERIC C 2015 GRACE STREET ROCKFORD IL 61103 44,100.00
331-01 901 803108877 CRAWFORD THOMAS M. 208 4TH ST COLONA IL 61241 80,000.00
331-01 901 803109263 LEWIS DENNIS C RR 1 BOX 1390 GREAT BEND PA 18821 44,700.00
331-01 901 803109941 JOHNSON CHICO 19318 SUSSEX DETROIT MI 48235 71,000.00
331-01 901 803111251 INMAN DONALD KEITH 7298 F DRIVE SOUTH CERESCO MI 49033 108,000.00
331-01 901 803111822 BANKS CYNTHIA 1987 WEST 58TH ST CLEVELAND OH 44102 45,900.00
331-01 901 803112085 CALHOUN MICHAEL J 13797 WILLOW CREEK DRIVE MISHAWAKA IN 46545 85,500.00
331-01 901 803112754 DANNER KERRY L 318 GEARY AVENUE NEW CUMBERL PA 17070 66,500.00
331-01 901 803112895 MATTINGLY WAYNE 985 SOUTH MILLER WAY LAKEWOOD CO 80226 94,400.00
331-01 901 803115179 SCHMITT GARY L 807 GRAVEL ST MONTPELIER OH 43543 70,500.00
331-01 901 803117506 SOWERS WILLIAM RAYMOND 3036 NORTHWOOD BOULEVARD ORLANDO FL 32803 66,500.00
331-01 901 803118751 UTHOFF LISA M 5273 WESTWOOD DRIVE ST. CHARLES MO 63304 96,800.00
331-01 901 803118991 WHITE ALMETA L. 17594 TRINITY DETROIT MI 48219 51,200.00
331-01 901 803120443 HARNISH JAMES K 220 NORTH FOURTH STREET BRIGHTON MI 48116 115,600.00
331-01 901 803122324 SIDDIQUI SHAMIM MUHAMMAD 2127 NW 7 STREET FORT LAUDER FL 33311 72,200.00
331-01 901 803122365 SAVAGE MAY F 1716 NORTH 61ST STREET PHILADELPHI PA 19151 40,000.00
331-01 901 803122712 SMITH FLOYD R 111 BACK ST LUCASVILLE OH 45648 24,000.00
331-01 901 803122779 GAZARIAN DAVE 109 SPRUCE STREET ARCHBALD PA 18403 55,200.00
331-01 901 803124973 SCALA GERARDO JR 48 50 ACUSHNET AVENUE SPRINGFIELD MA 01105 75,650.00
331-01 901 803125608 KRAMER RONALD M 1014 SPRING STREET WARREN PA 16365 35,000.00
331-01 901 803125798 ROUTSON JOHN J II 296 JACKSON SQUARE ROAD THOMASVILLE PA 17364 98,500.00
331-01 901 803126002 BOWENS JUANITA 7124 PATRICIA DRIVE COLUMBIA SC 29209 44,000.00
331-01 901 803127737 DIVITO JEAN PIERRE 13691 87TH PLACE SEMINOLE FL 33776 90,100.00
331-01 901 803128008 FISHER KENNETH 125 NEWBERRY PLACE RIVERDALE NJ 07457 165,000.00
331-01 901 803128107 LIDDELL CLINTON 14257 SW 283 STREET HOMESTEAD FL 33033 47,600.00
331-01 901 803128438 O'SHEA KEVIN J 5681 ERHART ROAD MEDINA OH 44256 145,800.00
331-01 901 803130202 GRIJALVA ADRIAN 3446 SOUTH WOLFF STREET DENVER CO 80236 133,200.00
331-01 901 803131341 CHRISTIANSON GREGG T W5995 HWY 156 SHIOCTON WI 54170 119,000.00
331-01 901 803132448 JENKINSON ROBERT W 442 JACOBS LANE HUDSON WI 54016 148,500.00
331-01 901 803132505 THOMPSON TAMMY L 2526 27TH STREET SOUTH ST PETERSBU FL 33712 48,000.00
331-01 901 803133115 FOOS WILLIAM J 547 GEORGE ANDERSON ROAD MEDINA TN 38355 263,500.00
331-01 901 803134196 MISKE MICHAEL 1220 HIGHLAND DRIVE CALIFORNIA PA 15419 101,150.00
331-01 901 803134527 CLAYTON ANIKA L 115 MABLE ST HATTIESBURG MS 39401 42,500.00
331-01 901 803134865 BONAMINIO LYNDA D 24 SENTRY HILL ROAD ROXBURY CT 06783 213,000.00
331-01 901 803136076 ROBERTS CHRYSTIAN 4359 NEW BRITTON HIGHWAY E WHITEVILLE NC 28472 136,000.00
331-01 901 803136977 LAUDENBACH GEORGE C JR 15660 BRITENBUSH COURT WATERFORD VA 20197 499,500.00
331-01 901 803137157 CALHOUN MARLIN W 4700 WEST 150TH STREET CLEVELAND OH 44135 108,800.00
331-01 901 803138577 KANDEL BARRY S 1003 WHIPPOORWILL DRIVE CLARKS SUMM PA 18411 292,500.00
331-01 901 803138585 HUDSON MELISSA 2112 LANE AVENUE BIRMINGHAM AL 35217 68,000.00
331-01 901 803141613 HUNTER TODD L 985 ZINC ROAD HARRISON AR 72601 74,700.00
331-01 901 803142306 BATISTA WILSON 8 MARK STREET JAMAICA PLA MA 02130 198,900.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 803079631 37,600.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.000
331-01 901 803080464 72,000.00 04/01/2000 03/01/2030 10.500 9.500 16.500 5.000
331-01 901 803080605 127,650.00 04/01/2000 03/01/2030 8.750 7.750 14.750 4.750
331-01 901 803081249 103,957.30 04/01/2000 03/01/2030 13.500 12.500 19.500 9.000
331-01 901 803083351 46,374.77 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803085349 73,450.00 04/01/2000 03/01/2030 12.875 11.875 18.875 8.150
331-01 901 803087063 60,000.00 04/01/2000 03/01/2030 10.875 9.875 16.875 6.000
331-01 901 803087717 81,000.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.500
331-01 901 803088350 104,000.00 04/01/2000 03/01/2030 10.625 9.625 16.625 5.875
331-01 901 803089549 66,704.71 04/01/2000 03/01/2030 11.250 10.250 17.250 7.250
331-01 901 803089564 314,500.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.000
331-01 901 803090844 92,600.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-01 901 803091198 170,300.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803091693 148,500.00 04/01/2000 03/01/2030 11.500 10.500 17.500 7.000
331-01 901 803091768 82,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.250
331-01 901 803091826 67,500.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.000
331-01 901 803092394 48,750.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803093574 77,000.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.000
331-01 901 803094515 82,400.00 04/01/2000 03/01/2030 12.375 11.375 18.375 7.500
331-01 901 803095108 73,000.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.500
331-01 901 803095272 34,400.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.500
331-01 901 803095298 65,450.00 04/01/2000 03/01/2030 10.250 9.250 16.250 5.750
331-01 901 803095769 44,200.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.650
331-01 901 803096890 33,800.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803097088 64,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803098227 57,760.79 04/01/2000 03/01/2030 11.250 10.250 17.250 6.750
331-01 901 803099373 53,171.06 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803099597 54,800.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.250
331-01 901 803100254 120,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803100536 45,500.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803102045 51,600.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.200
331-01 901 803103274 64,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803103605 44,800.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-01 901 803104595 157,000.00 04/01/2000 03/01/2030 11.000 10.000 17.000 5.900
331-01 901 803105923 53,200.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.750
331-01 901 803108679 44,100.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.650
331-01 901 803108877 80,000.00 04/01/2000 03/01/2030 10.875 9.875 16.875 6.150
331-01 901 803109263 44,700.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.625
331-01 901 803109941 71,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 4.500
331-01 901 803111251 108,000.00 04/01/2000 03/01/2030 10.500 9.500 16.500 5.250
331-01 901 803111822 45,900.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-01 901 803112085 85,500.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-01 901 803112754 66,500.00 04/01/2000 03/01/2030 10.500 9.500 16.500 6.000
331-01 901 803112895 94,400.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803115179 70,500.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-01 901 803117506 66,500.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-01 901 803118751 96,800.00 04/01/2000 03/01/2030 13.000 12.000 19.000 8.500
331-01 901 803118991 51,200.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.250
331-01 901 803120443 115,600.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.000
331-01 901 803122324 72,200.00 04/01/2000 03/01/2030 11.750 10.750 17.750 6.500
331-01 901 803122365 40,000.00 04/01/2000 03/01/2030 11.250 10.250 17.250 5.750
331-01 901 803122712 24,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 4.500
331-01 901 803122779 55,200.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803124973 75,650.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.100
331-01 901 803125608 35,000.00 04/01/2000 03/01/2030 9.000 8.000 15.000 4.750
331-01 901 803125798 98,500.00 04/01/2000 03/01/2030 8.875 7.875 14.875 5.000
331-01 901 803126002 44,000.00 04/01/2000 03/01/2030 12.375 11.375 18.375 7.500
331-01 901 803127737 90,100.00 04/01/2000 03/01/2030 12.125 11.125 18.125 6.875
331-01 901 803128008 165,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 5.650
331-01 901 803128107 47,600.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-01 901 803128438 145,673.87 04/01/2000 03/01/2030 10.125 9.125 16.125 6.500
331-01 901 803130202 133,200.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.375
331-01 901 803131341 119,000.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.500
331-01 901 803132448 148,500.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-01 901 803132505 48,000.00 04/01/2000 03/01/2030 12.250 11.250 18.250 8.000
331-01 901 803133115 263,500.00 04/01/2000 03/01/2030 12.125 11.125 18.125 6.875
331-01 901 803134196 101,150.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-01 901 803134527 42,500.00 04/01/2000 03/01/2030 12.000 11.000 18.000 6.250
331-01 901 803134865 213,000.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.750
331-01 901 803136076 136,000.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-01 901 803136977 499,500.00 04/01/2000 03/01/2030 9.250 8.250 15.250 4.875
331-01 901 803137157 108,800.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-01 901 803138577 292,500.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-01 901 803138585 68,000.00 04/01/2000 03/01/2030 13.000 12.000 19.000 8.450
331-01 901 803141613 74,700.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.625
331-01 901 803142306 198,900.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.100
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 4 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 803143445 ROBERTS OLIVER 30145 FAIRWAY DRIVE WESLEY CHAP FL 33543 424,150.00
331-01 901 803143585 KAWCZYNSKI KATHLEEN A 6802 ORCHARD AVENUE PARMA OH 44129 108,000.00
331-01 901 803144096 FRANCESCHI CARMEN 313 MARIANA WAY KISSIMMEE FL 34758 65,600.00
331-01 901 803144328 PARISEAU CORY P 2489 PARKWOOD AVENUE COLUMBUS OH 43211 64,000.00
331-01 901 803149202 PIKUS FRANK 3459 W 88TH ST CLEVELAND OH 44102 58,400.00
331-01 901 803150622 SAGGERS SARAH 8086 WESTWOOD DETROIT MI 48228 35,000.00
331-01 901 803151927 FOREMAN SUZANNE K 1330 HARDEN LANE BALTIMORE MD 21208 76,000.00
331-01 901 803153113 SZALAY MICHAEL A 6958 WILKIE TAYLOR MI 48180 80,000.00
331-01 901 803157817 HOLMES-SULTO SHIRLEY 1046 HERKIMER STREET BROOKLYN NY 11233 170,100.00
331-01 901 803159193 KHORSHAD DANIEL 10 RIDGEWAY DRIVE KINGS POINT NY 11024 499,999.00
331-01 901 803159359 BACHLI WILLARD 63 ATWATER ROAD SPRINGFIELD MA 01107 119,000.00
331-01 901 803159490 MYER RICHARD VERNON JR 405 FAIR GLEN ROAD HOLLY SPRIN NC 27540 101,610.00
331-01 901 803165034 ATWELL CARLE G 508 AMHERST ROAD BELCHERTOWN MA 01007 76,000.00
331-01 901 803165935 VALOR JOAQUIN 14200 SOUTH WEST 18 STREET MIAMI FL 33175 150,000.00
331-01 901 803166206 MARTIN LYNDA J 7 FOSTER PONTIAC MI 48342 38,250.00
331-01 901 803166529 TINEO MIGUEL A 360 55TH STREET BROOKLYN NY 11220 202,500.00
331-01 901 803168871 WITHROW SHIRLEY A 2248 EMPORIA STREET AURORA CO 80010 86,250.00
331-01 901 803174127 HALL MARTHA ELIZABETH 2701 MILLERS WAY DRIVE ELLICOTT CI MD 21043 272,944.00
331-01 901 803178789 JOBE STACEY 8234 SOUTH 1640 WEST WEST JORDAN UT 84088 109,600.00
331-01 901 803180678 CHRISTIANI RANDOLPH 120 EAST HUDSON STREET LONG BEACH NY 11213 340,000.00
331-01 901 803186337 HINSON JOE L 3992 SOUTH 1950 WEST WEST VALLEY UT 84119 127,500.00
331-01 901 803187129 LEKAJ ISMET 1052 MATAWAN ROAD OLD BRIDGE NJ 08879 126,650.00
331-01 901 803204759 COPELAND CHARLES F 747 ROSEDALE AVENUE BRONX NY 10473 90,000.00
331-01 901 803206010 GAYNOR LAURENCE F 6213 SOUTH IOLA COURT ENGLEWOOD CO 80111 317,000.00
----------------------------------------- ----------------
252 Sale Total 24,710,454.00
331-02 915 801105461 PUGH EVELYN C 113 CYPRESS LANE WINDSOR NC 27983 32,300.00
331-02 915 801195017 HARDING DENNIS L 2651 MARK N SMITH ROAD KINSTON NC 28504 56,000.00
331-02 915 801576711 COWARD LINDA B 3730 DEATON ROAD FLOWERY BRA GA 30542 57,800.00
331-02 915 801708140 GOLDSBERRY RICHARD E 10476 JACKSON ST ROCKBRIDGE OH 43149 25,600.00
331-02 915 802018655 CREECH BARBARA 12711 BUCK ROAD MIDDLESEX NC 27557 76,500.00
331-02 915 802102079 LOUK JOSEPH L 3555 HANKY MOUNTAIN HWY CHURCHVILLE VA 24421 60,000.00
331-02 915 802176966 GRINSTON CHERYL 1023 EAST 18TH AVENUE COLUMBUS OH 43211 55,250.00
331-02 915 802177717 NEFF LYNDA K RD2 BOX 303 LANDISBURG PA 17040 121,050.00
331-02 915 802196824 LESHER DAVID E 832 WEST MIDDLE ROAD GRATZ PA 17030 66,100.00
331-02 915 802199687 ANDERSEN KIMM C 6079 WEST 13900 SOUTH HERRIMAN UT 84065 157,500.00
331-02 915 802217141 ROGERS DONA C 1323 C CHESTNUT ROAD ELGIN SC 29045 85,000.00
331-02 915 802268854 BEALE MATTHEW J 501 BAYSIDE DR BALTIMORE MD 21222 75,000.00
331-02 915 802293548 MITCHELL RICKY E. 102 COURTLAND PLACE GOLDSBORO NC 27534 97,200.00
331-02 915 802322396 PITTMAN JAMES 209 NORTH MILLER STREET NEWBURGH NY 12550 55,250.00
331-02 915 802346791 WILLIAMS KURT W 6625 EAST HOSS LANE COEUR D ALE ID 83814 115,600.00
331-02 915 802359778 MURRAY PATRICK K 20 WEST KING STREET LITTLESTOWN PA 17340 103,500.00
331-02 915 802363630 MAGEE JEFFREY D 5950 MARSHALL ROAD AVON NY 14414 74,000.00
331-02 915 802368233 BULLOCK SHARRELL 124 SOMBRERO LANE HENDERSON NC 27536 91,200.00
331-02 915 802376244 SMALLS BARRY G 765 PEIGON ROAD CROSS SC 29436 60,760.00
331-02 915 802381574 SCHWARTZ HARVEY ALAN 2730 ALICE TERRACE UNION NJ 07083 153,881.00
331-02 915 802411306 SEIDL KIMBERLY D 623 BROADWAY STREET MADISON IN 47250 32,800.00
331-02 915 802416651 CASSETTA ANTHONY P 1103 WILMINGTON ROAD NEW CASTLE DE 19720 100,800.00
331-02 915 802430595 LUGO MARIA C 62 HARRISON AVENUE STATEN ISLA NY 10302 126,000.00
331-02 915 802443846 GAGNE LAURENT R 114 SO WASHINGTON UNIT 7 PLAINVILLE CT 06062 38,000.00
331-02 915 802446583 JACOBS JAMES 283 INDIAN HERITAGE ROAD LUMBERTON NC 28358 63,750.00
331-02 915 802451229 CRUMPLER BARBARA 616 BLADEN CIRCLE VANDER NC 28306 69,000.00
331-02 915 802452466 MORRISON CATHERINE A 7320 JACKSON AVE HAMMOND IN 46341 61,100.00
331-02 915 802477943 DUPUIS MARILYN 12087 BOURASSA BOULEVARD BROOKSVILLE FL 34613 25,000.00
331-02 915 802480442 BILLES TONY 981 POLK LANE DALLAS GA 30132 66,419.00
331-02 915 802500785 BENTON JAMES 2080 CREEKWOOD COURT SW SUPPLY NC 28462 57,531.00
331-02 915 802506782 GAINES ROSE M 4627 KAREN DRIVE INDIANAPOLI IN 46226 53,600.00
331-02 915 802521633 ZARRELLA JOSEPH V 28 30 ROMA AVENUE WATERBURY CT 06708 115,000.00
331-02 915 802524405 TAYLOR DANIEL H RR4 BOX 282 JERSEY SHOR PA 17740 60,750.00
331-02 915 802526145 RUSSELL WILLIAM C 230 YORK ROAD CARLISLE PA 17013 102,600.00
331-02 915 802529958 ERICKSEN MATTHEW K 18 CALL HOLLOW ROAD POMONA NY 10970 340,000.00
331-02 915 802530964 DORSEY TED E 5142 SOUTH 450 EAST MIDDLETOWN IN 47356 80,000.00
331-02 915 802548073 SINGH ANUP 85 EIFFEL PLACE ROCHESTER NY 14621 28,000.00
331-02 915 802555060 LESSIG RANDALL E 100 CHERRY STREET HURON IN 47437 57,000.00
331-02 915 802556977 JONES WILSON ARLEATHIA RT 2 BOX 251 AAA KINGSTREE SC 29556 46,400.00
331-02 915 802564310 LLOYD FREDRICK R 7997 QUAIL CREEK RUN CULVER IN 46511 62,650.00
331-02 915 802565945 PUGLIA MAUREEN L 171 MAY DRIVE CALVERTON NY 11933 242,010.00
331-02 915 802569582 THOMPSON DOUGLASS J 309 8TH AVENUE BEAVER FALL PA 15010 55,000.00
331-02 915 802584706 KENT JOHN 757 JACOBS CIRCLE DOUGLAS GA 31533 58,985.00
331-02 915 802591628 SIMPSON RUSSELL M 500 EAST CHILCO ROAD RATHDRUM ID 83858 91,500.00
331-02 915 802592238 COYLE PHILIP 32 CHARLES STREET SHEATOWN PA 18634 45,500.00
331-02 915 802592410 ROBLEJO CARMEN M 165 DEER RUN WATCHUNG NJ 07060 558,526.00
331-02 915 802595108 MARTIN VERNELL 207 LEWIS AVENUE MOUNT OLIVE NC 28365 84,780.00
331-02 915 802600916 SHOFFNER RODERICK A 5461 ALAMANCE LINE DR LIBERTY NC 27298 74,800.00
331-02 915 802601815 BROWN JOHNNIE E 2152 HIGHWAY 97 EAST ZEBULON NC 27597 83,600.00
331-02 915 802602300 MENECHINI JOSE CARLOS 39 CONOVER AVENUE NUTLEY NJ 07110 155,500.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-01 901 803143445 424,150.00 04/01/2000 03/01/2030 11.875 10.875 17.875 6.750
331-01 901 803143585 108,000.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-01 901 803144096 65,600.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.250
331-01 901 803144328 63,971.38 04/01/2000 03/01/2030 13.125 12.125 19.125 8.125
331-01 901 803149202 58,400.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.250
331-01 901 803150622 35,000.00 04/01/2000 03/01/2030 11.000 10.000 17.000 5.250
331-01 901 803151927 76,000.00 04/01/2000 03/01/2030 10.625 9.625 16.625 5.500
331-01 901 803153113 80,000.00 04/01/2000 03/01/2030 11.750 10.750 17.750 6.250
331-01 901 803157817 170,100.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.500
331-01 901 803159193 499,999.00 03/01/2000 02/01/2030 12.375 11.375 18.375 8.150
331-01 901 803159359 119,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.000
331-01 901 803159490 101,610.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.250
331-01 901 803165034 76,000.00 04/01/2000 03/01/2030 12.750 11.750 18.750 7.750
331-01 901 803165935 150,000.00 04/01/2000 03/01/2030 9.625 8.625 15.625 4.250
331-01 901 803166206 38,250.00 04/01/2000 03/01/2030 12.000 11.000 18.000 6.250
331-01 901 803166529 202,500.00 04/01/2000 03/01/2030 11.125 10.125 17.125 5.850
331-01 901 803168871 86,250.00 04/01/2000 03/01/2030 11.125 10.125 17.125 5.750
331-01 901 803174127 272,944.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.450
331-01 901 803178789 109,600.00 04/01/2000 03/01/2030 12.875 11.875 18.875 7.500
331-01 901 803180678 340,000.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.000
331-01 901 803186337 127,500.00 04/01/2000 03/01/2030 12.625 11.625 18.625 6.875
331-01 901 803187129 126,650.00 04/01/2000 03/01/2030 12.000 11.000 18.000 6.750
331-01 901 803204759 90,000.00 04/01/2000 03/01/2030 11.875 10.875 17.875 6.250
331-01 901 803206010 317,000.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.625
--------------------------- ----------------------------------------
252 24,699,677.54 11.218 10.221 17.218 6.577
331-02 915 801105461 31,679.99 11/01/1998 10/01/2018 11.250 10.250 17.250 8.125
331-02 915 801195017 55,733.42 02/01/1999 01/01/2029 11.125 10.125 17.125 7.375
331-02 915 801576711 57,495.04 04/01/1999 03/01/2029 10.250 9.250 16.250 6.500
331-02 915 801708140 25,527.95 08/01/1999 07/01/2029 11.875 10.875 17.875 8.000
331-02 915 802018655 76,500.00 03/01/2000 02/01/2030 11.500 10.500 17.500 7.000
331-02 915 802102079 59,833.68 10/01/1999 09/01/2029 9.000 8.000 15.000 5.000
331-02 915 802176966 55,250.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.375
331-02 915 802177717 120,995.00 02/01/2000 01/01/2030 9.875 8.875 15.875 5.550
331-02 915 802196824 66,058.68 02/01/2000 01/01/2030 11.625 10.625 17.625 6.400
331-02 915 802199687 157,164.45 09/01/1999 08/01/2029 11.125 10.125 17.125 7.250
331-02 915 802217141 84,798.48 10/01/1999 09/01/2029 9.750 8.750 15.750 6.750
331-02 915 802268854 74,927.40 01/01/2000 12/01/2029 11.500 10.500 17.500 6.900
331-02 915 802293548 97,200.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802322396 55,173.71 10/01/1999 09/01/2029 12.250 11.250 18.250 8.250
331-02 915 802346791 115,600.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.750
331-02 915 802359778 103,357.77 12/01/1999 11/01/2029 9.875 8.875 15.875 6.550
331-02 915 802363630 73,978.82 02/01/2000 01/01/2030 12.000 11.000 18.000 6.750
331-02 915 802368233 91,064.49 11/01/1999 10/01/2029 10.875 9.875 16.875 6.250
331-02 915 802376244 60,738.34 02/01/2000 01/01/2030 11.000 10.000 17.000 5.750
331-02 915 802381574 153,810.24 02/01/2000 01/01/2030 13.000 12.000 19.000 8.850
331-02 915 802411306 32,788.93 03/01/2000 02/01/2030 11.250 10.250 17.250 5.750
331-02 915 802416651 100,596.41 10/01/1999 09/01/2029 10.500 9.500 16.500 6.700
331-02 915 802430595 125,960.83 02/01/2000 01/01/2030 11.625 10.625 17.625 7.375
331-02 915 802443846 37,916.80 11/01/1999 10/01/2029 10.125 9.125 16.125 5.525
331-02 915 802446583 63,750.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802451229 68,981.32 02/01/2000 01/01/2030 12.250 11.250 18.250 7.000
331-02 915 802452466 61,024.99 11/01/1999 10/01/2029 11.750 10.750 17.750 7.650
331-02 915 802477943 24,984.82 02/01/2000 01/01/2025 11.250 10.250 17.250 6.250
331-02 915 802480442 66,349.21 01/01/2000 12/01/2029 11.125 10.125 17.125 6.625
331-02 915 802500785 57,490.90 02/01/2000 01/01/2030 11.125 10.125 17.125 6.750
331-02 915 802506782 53,573.20 03/01/2000 02/01/2030 12.625 11.625 18.625 8.125
331-02 915 802521633 114,879.18 01/01/2000 12/01/2029 11.125 10.125 17.125 7.100
331-02 915 802524405 60,705.28 01/01/2000 12/01/2029 10.875 9.875 16.875 6.630
331-02 915 802526145 102,515.86 01/01/2000 12/01/2029 10.375 9.375 16.375 6.700
331-02 915 802529958 339,920.03 02/01/2000 01/01/2030 12.875 11.875 18.875 7.875
331-02 915 802530964 79,965.23 02/01/2000 01/01/2030 13.250 12.250 19.250 8.000
331-02 915 802548073 27,967.21 01/01/2000 12/01/2029 10.625 9.625 16.625 6.500
331-02 915 802555060 56,984.57 02/01/2000 01/01/2030 12.250 11.250 18.250 7.750
331-02 915 802556977 46,376.38 02/01/2000 01/01/2025 12.250 11.250 18.250 7.000
331-02 915 802564310 62,632.07 02/01/2000 01/01/2030 12.000 11.000 18.000 7.750
331-02 915 802565945 241,923.71 03/01/2000 02/01/2030 11.000 10.000 17.000 6.400
331-02 915 802569582 54,904.21 01/01/2000 12/01/2029 9.000 8.000 15.000 4.450
331-02 915 802584706 58,960.34 02/01/2000 01/01/2030 10.125 9.125 16.125 5.500
331-02 915 802591628 91,500.00 03/01/2000 02/01/2030 13.000 12.000 19.000 8.500
331-02 915 802592238 45,469.96 01/01/2000 12/01/2029 11.375 10.375 17.375 6.950
331-02 915 802592410 558,526.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.150
331-02 915 802595108 84,748.08 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802600916 74,775.43 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802601815 83,600.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802602300 155,304.50 02/01/2000 01/01/2030 11.750 10.750 17.750 7.500
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 5 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802605790 HICKERNELL LARRY J 1604 PINE STREET SCRANTON PA 18510 64,900.00
331-02 915 802606301 JONES DEWAYNE ALLEN 108 MALLARD CIRCLE SOMERSET KY 42503 37,125.00
331-02 915 802607275 PARSONS DANNY 931 ELM STREET INDIANAPOLI IN 46203 57,800.00
331-02 915 802609818 NATZKE DONALD 24572 GODDARD TAYLOR MI 48180 116,000.00
331-02 915 802610105 LANGAN JANET 527 SPRING STREET MOOSIC PA 18507 46,150.00
331-02 915 802611707 SCOTT MADELYN 382 QUINCY STREET BROOKLYN NY 11216 193,477.00
331-02 915 802612994 ROANE BURNETT 2203 EAST LAMLEY STREET BALTIMORE MD 21205 32,250.00
331-02 915 802617928 WILLIAMS ROBERT M JR 4310 CASTLEWOOD PARKWAY COLUMBUS GA 31907 124,200.00
331-02 915 802622720 LAWSON STEVEN H 416 WEST ADAMS STREET WINAMAC IN 46996 75,150.00
331-02 915 802624130 RAYMOND ETANE 5201 NORTH 15TH STREET TAMPA FL 33610 51,000.00
331-02 915 802628065 FAIR VANESSA 5715 GLANDOR DRIVE MABLETON GA 30126 120,600.00
331-02 915 802632224 REAM ANGELA 1798 HOMEWARD AVENUE LIMA OH 45805 24,750.00
331-02 915 802633891 WILLIAMS JOE F 4928 SOUTH FRASER STREET GEORGETOWN SC 29440 51,085.00
331-02 915 802635441 LIPPERT MICHAEL D 1080 WEST HOLLIS STREET NASHUA NH 03062 105,750.00
331-02 915 802639500 HUSAK ROBERT 16544 M42 W MESICK MI 49668 106,000.00
331-02 915 802642868 RODGERS JANET G 162 LOG YARD LANE TOWNSEND DE 19734 122,965.00
331-02 915 802649020 KOGER TED L JR 191 PARKING ROAD FREMONT NC 27830 73,440.00
331-02 915 802663195 MCCRAY VIOLETTA 624 NORTH ROBINSON ST BALTIMORE MD 21205 42,519.00
331-02 915 802663807 CROUCH RANDALL C LOT 20 FOX ROAD MT STERLING KY 40353 60,318.00
331-02 915 802665653 DODD KENNETH 519 TOM TEAGUE ROAD CLEVELAND GA 30528 63,750.00
331-02 915 802665679 GILLER MARTIN 4781 3 CECIL AVE DETROIT MI 48210 20,800.00
331-02 915 802670349 BARLOW MARCIE L 1590 SAXONBURG BLVD CURTSVILLE PA 15032 81,690.00
331-02 915 802673160 WASHAM MARY H 6314 NORTH 10TH STREET PHILADELPHI PA 19141 79,200.00
331-02 915 802673467 SIMPSON JAMES A RR1 BOX 97 LOGANTON PA 17747 57,600.00
331-02 915 802674143 RUSSELL PRESTON 2004 MCNUTT ROAD AUGUSTA GA 30830 100,800.00
331-02 915 802674556 HAIM BETHANY 9690 SHIRLEY DRIVE ALLISON PAR PA 15101 106,000.00
331-02 915 802674655 MCELROY-SLAC SUSAN M 3871 TOWER STREET MAIDEN NC 28650 75,600.00
331-02 915 802679837 SCHAFER ROBERT ALLEN 7091 NE 123RD TERRACE MORRISTON FL 32668 85,500.00
331-02 915 802681833 MORRIS CYNTHIA T.H. 427 PINEY WOODS ROAD COLUMBIA SC 29210 53,889.00
331-02 915 802682492 GRAVES DELORES A 2908 MANLOVE AVENUE INDIANAPOLI IN 46218 52,800.00
331-02 915 802683078 WYNNE WILSON WENDY 200 WEST RIDGE ROAD DILLSBURG PA 17019 87,000.00
331-02 915 802683383 LAURENCEL JEFF 4434 W 142ND ST CRESTWOOD IL 60445 133,600.00
331-02 915 802683813 SIMS CARMEN A 18611 TRACY DETROIT MI 48235 79,900.00
331-02 915 802687616 RICH JASON E 362 NORTH HOADLEY STREET NAUGATUCK CT 06770 112,500.00
331-02 915 802688234 GIBSON JAMES E 310 MARY SUE LANE SENECA SC 29678 72,540.00
331-02 915 802688259 SPICER INEZ C 87 WILLOW CREEK LANE WHITEVILLE NC 28472 55,125.00
331-02 915 802689703 TINSLEY WILBUR DAVID 1 TARA ROAD ABBEVILLE SC 29620 76,500.00
331-02 915 802694554 STROUD GREGORY S 711 WEST UNION CHURCH RD YOUNG HARRI GA 30582 55,800.00
331-02 915 802696658 RUNCO JOHN A 218 STURGES STREET JESSUP PA 18434 57,500.00
331-02 915 802697409 SIMON THERESE E 3337 BIRNEY AVENUE MOOSIC PA 18507 50,600.00
331-02 915 802700559 LOVE MICHAEL A 4115 EAST NAOMI STREET INDIANAPOLI IN 46203 33,300.00
331-02 915 802700922 HOLMES JEROME 3212 PIKE ROAD STATESBORO GA 30461 71,500.00
331-02 915 802701177 SERGEANT HARRAL J 153.5 PENN STREET TAMAQUA PA 18252 25,500.00
331-02 915 802701763 HOLLAND MILTON R FM 1969 AVINGER TX 75630 81,000.00
331-02 915 802702456 PRICE DEWEY 392 HOWELL ROAD SAINT PAULS NC 28384 56,250.00
331-02 915 802702670 PINA DONNA 58 HIGH STREET WARREN MA 01083 89,100.00
331-02 915 802702720 MCFADDEN LARRY E. 10581 CIRCLE NINE ROAD MIDDLESEX NC 27557 69,375.00
331-02 915 802703231 SHIOSAKY MARIO O 11705 IDLEWOOD ROAD SILVER SPRI MD 20906 75,000.00
331-02 915 802703728 LAUCHNOR RUSSELL P 208 CHESTNUT STREET SLATINGTON PA 18080 41,225.00
331-02 915 802708883 ALVIAR RHONDA S. 414 E MAIN FREMONT MI 49415 87,000.00
331-02 915 802711580 JACKSON ANDRIS L 3664 NORTH KENWOOD AVENUE INDIANAPOLI IN 46208 50,150.00
331-02 915 802712216 CARTWRIGHT JOSEPH R 4551 MAIN STREET PORT HOPE MI 48468 46,400.00
331-02 915 802713354 TUTOR RICHARD 2171 GRANTHAM SCHOOL ROAD MOUNT OLIVE NC 28365 88,200.00
331-02 915 802714550 GATLING JOYCE A 64 GRANDVIEW AVENUE NORTH PLAIN NJ 07060 90,000.00
331-02 915 802716050 WHITE DEBORAH 69 DYKES WAY LOUISBURG NC 27549 60,800.00
331-02 915 802717371 ROBINSON PAUL E 692 CASSELL ROAD ELIZABETHTO PA 17022 71,000.00
331-02 915 802717447 ALVAREZ ANGELINA 231 O'ROURKE STREET BRENTWOOD NY 11717 130,500.00
331-02 915 802717835 HARGROVE CAROLYN 64 MARY DAY DRIVE LOUISBURG NC 27549 46,400.00
331-02 915 802718379 BENEDICT DARRYL 120 N. VALLEY AVENUE OLYPHANT PA 18447 29,167.00
331-02 915 802718387 MORGANO RAYMOND M 724 BOYERS ROAD BOYERS PA 16020 131,750.00
331-02 915 802719781 TITUS NADINE 67 MICHAEL STREET PISCATAWAY NJ 08854 180,000.00
331-02 915 802721571 RIVERA BRENDA L 427 WOODWARD STREET READING PA 19601 44,800.00
331-02 915 802723957 GRAHAM NEOMIA RT 1 BOX 115 F CADES SC 29518 61,200.00
331-02 915 802724534 DREWS EDWIN R 302 WEST 5TH STREET ANDERSON IN 46016 55,250.00
331-02 915 802725523 ETHERIDGE RONALD L 2525 DANIELLE DRIVE DOVER PA 17315 115,200.00
331-02 915 802726828 CHOVANEC JEFFERY L 409 FAYVILLE ROAD PROVIDENCE NY 12074 71,500.00
331-02 915 802727644 BURKS RUTHIE MAE 115 WROE AVENUE DAYTON OH 45406 34,850.00
331-02 915 802729285 MCCONNELL LILA 7530 EAST 630 SOUTH WOLCOTVILLE IN 46795 58,500.00
331-02 915 802729939 HARRISON WALTER 647 BELMONT AVENUE MOUNT POCON PA 18344 97,600.00
331-02 915 802730143 FLANNERY ERIN M 323 CARBON STREET ARCHBALD PA 18403 44,284.00
331-02 915 802730507 ENGEL LINDA J 3916 CHESTERFIELD AVENUE BALTIMORE MD 21213 61,200.00
331-02 915 802739631 ROXBY JESS 3332 OLYPHANT AVENUE SCRANTON PA 18509 38,000.00
331-02 915 802743641 MABLEY ROD W 33983 POWELL HILLS LOOP SHEDD OR 97377 132,000.00
331-02 915 802744482 CARTER LINWOOD M 128 UNDERHILL STREET HIGH POINT NC 27265 53,500.00
331-02 915 802744672 GILL LAWRENCE 352 RICH HILL ROAD CHESWICK PA 15024 92,000.00
331-02 916 802748095 AMMONS JEFFERY E 168 STROZ DRIVE MONTICELLO GA 31064 55,250.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802605790 64,853.50 01/01/2000 12/01/2029 11.000 10.000 17.000 7.200
331-02 915 802606301 37,107.71 03/01/2000 02/01/2025 12.750 11.750 18.750 7.500
331-02 915 802607275 57,766.75 03/01/2000 02/01/2030 12.000 11.000 18.000 6.750
331-02 915 802609818 116,000.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.750
331-02 915 802610105 46,112.24 01/01/2000 12/01/2029 12.375 11.375 18.375 7.900
331-02 915 802611707 193,477.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.850
331-02 915 802612994 32,226.91 01/01/2000 12/01/2029 11.000 10.000 17.000 6.250
331-02 915 802617928 124,089.66 01/01/2000 12/01/2029 10.000 9.000 16.000 5.800
331-02 915 802622720 75,150.00 03/01/2000 02/01/2030 9.875 8.875 15.875 5.000
331-02 915 802624130 50,966.64 03/01/2000 02/01/2030 8.125 7.125 14.125 3.625
331-02 915 802628065 120,454.95 12/01/1999 11/01/2029 10.500 9.500 16.500 6.250
331-02 915 802632224 24,742.51 03/01/2000 02/01/2030 11.750 10.750 17.750 7.300
331-02 915 802633891 51,085.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.500
331-02 915 802635441 105,658.16 12/01/1999 11/01/2029 13.125 12.125 19.125 8.900
331-02 915 802639500 105,960.09 02/01/2000 01/01/2030 10.750 9.750 16.750 6.250
331-02 915 802642868 122,886.03 01/01/2000 12/01/2029 11.500 10.500 17.500 7.200
331-02 915 802649020 73,440.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.500
331-02 915 802663195 42,501.27 01/01/2000 12/01/2029 13.250 12.250 19.250 9.000
331-02 915 802663807 60,292.71 03/01/2000 02/01/2030 10.250 9.250 16.250 6.000
331-02 915 802665653 63,710.17 01/01/2000 12/01/2029 11.625 10.625 17.625 6.850
331-02 915 802665679 20,791.04 02/01/2000 01/01/2030 10.125 9.125 16.125 5.275
331-02 915 802670349 81,646.79 01/01/2000 12/01/2029 12.375 11.375 18.375 7.400
331-02 915 802673160 78,206.19 12/01/1999 11/01/2029 11.000 10.000 17.000 6.700
331-02 915 802673467 57,559.83 01/01/2000 12/01/2029 11.125 10.125 17.125 6.900
331-02 915 802674143 100,683.60 01/01/2000 12/01/2029 8.750 7.750 14.750 4.500
331-02 915 802674556 106,000.00 03/01/2000 02/01/2030 12.125 11.125 18.125 7.400
331-02 915 802674655 75,526.82 12/01/1999 11/01/2029 11.500 10.500 17.500 7.250
331-02 915 802679837 85,457.95 03/01/2000 02/01/2030 9.500 8.500 15.500 5.250
331-02 915 802681833 53,858.01 03/01/2000 02/01/2030 12.000 11.000 18.000 7.500
331-02 915 802682492 52,800.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 802683078 86,958.32 03/01/2000 02/01/2030 9.625 8.625 15.625 5.500
331-02 915 802683383 133,600.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-02 915 802683813 79,880.11 02/01/2000 01/01/2030 12.625 11.625 18.625 7.650
331-02 915 802687616 112,337.34 12/01/1999 11/01/2029 11.000 10.000 17.000 7.250
331-02 915 802688234 72,515.51 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802688259 55,125.00 03/01/2000 02/01/2030 12.125 11.125 18.125 8.000
331-02 915 802689703 76,500.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.125
331-02 915 802694554 55,800.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.750
331-02 915 802696658 57,388.82 01/01/2000 12/01/2029 8.500 7.500 14.500 4.550
331-02 915 802697409 50,340.60 01/01/2000 12/01/2029 10.250 9.250 16.250 5.950
331-02 915 802700559 33,278.60 01/01/2000 12/01/2029 11.500 10.500 17.500 7.250
331-02 915 802700922 71,444.44 02/01/2000 01/01/2030 10.625 9.625 16.625 6.250
331-02 915 802701177 25,486.51 01/01/2000 12/01/2029 12.375 11.375 18.375 7.450
331-02 915 802701763 81,000.00 03/01/2000 02/01/2030 10.250 9.250 16.250 6.000
331-02 915 802702456 56,250.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 802702670 89,003.81 01/01/2000 12/01/2029 11.000 10.000 17.000 6.750
331-02 915 802702720 69,375.00 04/01/2000 03/01/2030 10.875 9.875 16.875 6.000
331-02 915 802703231 74,614.89 01/01/2000 12/01/2029 10.250 9.250 16.250 5.750
331-02 915 802703728 41,198.52 01/01/2000 12/01/2029 11.500 10.500 17.500 7.150
331-02 915 802708883 87,000.00 04/01/2000 03/01/2030 10.125 9.125 16.125 5.500
331-02 915 802711580 50,150.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802712216 46,384.34 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802713354 88,200.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802714550 89,902.85 12/01/1999 11/01/2029 11.000 10.000 17.000 6.375
331-02 915 802716050 60,800.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802717371 70,964.47 01/01/2000 12/01/2029 12.625 11.625 18.625 7.650
331-02 915 802717447 130,460.53 03/01/2000 02/01/2030 11.750 10.750 17.750 7.250
331-02 915 802717835 46,380.26 02/01/2000 01/01/2025 13.250 12.250 19.250 8.000
331-02 915 802718379 29,157.15 02/01/2000 01/01/2030 11.250 10.250 17.250 6.980
331-02 915 802718387 131,678.04 02/01/2000 01/01/2030 9.000 8.000 15.000 4.750
331-02 915 802719781 179,932.23 02/01/2000 01/01/2030 10.750 9.750 16.750 6.480
331-02 915 802721571 44,777.58 02/01/2000 01/01/2030 12.625 11.625 18.625 8.350
331-02 915 802723957 61,177.58 03/01/2000 02/01/2030 10.875 9.875 16.875 6.500
331-02 915 802724534 55,250.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.625
331-02 915 802725523 115,157.79 02/01/2000 01/01/2030 10.875 9.875 16.875 6.700
331-02 915 802726828 71,477.77 03/01/2000 02/01/2030 11.625 10.625 17.625 6.900
331-02 915 802727644 34,850.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802729285 58,471.53 02/01/2000 01/01/2030 12.750 11.750 18.750 7.750
331-02 915 802729939 97,600.00 03/01/2000 02/01/2030 9.625 8.625 15.625 5.250
331-02 915 802730143 44,253.12 02/01/2000 01/01/2030 11.125 10.125 17.125 6.750
331-02 915 802730507 61,200.00 03/01/2000 02/01/2030 9.875 8.875 15.875 6.125
331-02 915 802739631 37,966.24 02/01/2000 01/01/2030 10.000 9.000 16.000 5.700
331-02 915 802743641 131,813.08 01/01/2000 12/01/2029 9.750 8.750 15.750 5.500
331-02 915 802744482 53,482.43 03/01/2000 02/01/2030 11.375 10.375 17.375 6.500
331-02 915 802744672 91,906.72 03/01/2000 02/01/2030 9.375 8.375 15.375 5.625
331-02 916 802748095 55,230.83 02/01/2000 01/01/2030 11.125 10.125 17.125 6.750
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 6 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802751388 LYONS HEATHER HCR 61 BOX 199 BONNERS FER ID 83805 104,000.00
331-02 915 802752451 CARTWRIGHT SANDRA K 7405 MIDDLE RIDGE RD MADISON OH 44057 61,750.00
331-02 915 802752741 MARTIN ROBERT L 53 LUNCEFORD ROAD DAHLONEGA GA 30533 51,300.00
331-02 915 802754036 WATTS JEANNE A. BLUME 129 ARCHER AVENUE ELGIN SC 29045 68,000.00
331-02 915 802755389 BATTLE NED 29637 HIVELEY INKSTER MI 48141 63,700.00
331-02 915 802755546 GLOSSON MIRACLE 22446 ACACIA DETROIT MI 48223 73,800.00
331-02 915 802756973 CARTER BERTHA 3233 MOORE INKSTER MI 48141 63,700.00
331-02 915 802757773 GALLEGOS MANUEL A 05 SELLECK ROAD LOS LUNAS NM 87031 75,330.00
331-02 915 802758177 VERBURGT DAVID 2876 SILVERHILL DRIVE WATERFORD MI 48329 157,500.00
331-02 915 802759217 COLE TERRIANCE 218 HEAPE ROAD EASTOVER SC 29044 76,800.00
331-02 915 802759936 CZAPLICKI ANDREW 12500 SOUTHEAST 89TH LANE BELLVIEW FL 34420 47,200.00
331-02 915 802760124 TIMM ROBERT W 10785 ALLENDALE DRIVE ARVADA CO 80004 140,000.00
331-02 915 802761304 HINKLE MELVIN ERNEST 617 SOUTH HENRY ST KENTON OH 43326 36,000.00
331-02 915 802761338 SETTLE RONALD L 108 PARTRIGE CIRCLE MIDDLESEX NC 27557 94,945.00
331-02 915 802763771 EMLET TERRY L LOT 23 COLD BRANCH ROAD EATONTON GA 31024 58,650.00
331-02 915 802764225 JENKINS ZULEKYA 5128 S WINCHESTER CHICAGO IL 60609 80,750.00
331-02 915 802764613 HENRY HOWARD H 5375 COACHWHIP DRIVE KEYSTONE HE FL 32656 70,950.00
331-02 915 802765487 PROCTOR ROBERT D 17210 NORTHWEST 46TH AVENU TRENTON FL 32693 69,000.00
331-02 915 802768614 WHITE KEVIN T 3201 E 118TH ST CLEVELAND OH 44120 51,025.00
331-02 915 802768754 ROBINSON GARY LEE 13 CHERRY LANE NEBO NC 28761 68,000.00
331-02 915 802770198 YOUNG MARY 1499 BLAND STREET COOKSVILLE KY 40212 52,000.00
331-02 915 802770297 HALES ROGER D 1695 WRENN SMITH ROAD SILER CITY NC 27344 58,875.00
331-02 915 802771857 BROWN-CLARK GLADYS 15604 VIVIAN TAYLOR MI 48180 139,300.00
331-02 915 802772285 WILKERSON DALE R 15000 TODD CREEK RD PLATTE CITY MO 64079 80,000.00
331-02 915 802775817 RAUCHWARTER BRIAN 236 EAST 4TH STREET RED WING MN 55066 32,625.00
331-02 915 802776815 LOPEZ DAVID P 11 DURBIN MEADOWS RD FOUNTAIN IN SC 29666 64,426.00
331-02 915 802778290 JOHNSON LINWOOD 5781 CEDAR CREEK ROAD FAYETTEVILL NC 28301 72,800.00
331-02 915 802778951 CANDEBAT GREGORY P 1180 WOODLAWN STREET MEMPHIS TN 38107 36,800.00
331-02 915 802779116 KIECK JOHN E 10219 STONECROP AVENUE ENGLEWOOD FL 34224 121,500.00
331-02 915 802779223 ROBINSON MITZI 309 RACETRACK ROAD ORANGEBURG SC 29115 69,700.00
331-02 915 802779678 REEVERS DONNIELLE O. 18270 ASHTON DETROIT MI 48219 65,450.00
331-02 915 802780569 MARSH PHILLIP M 713 ATHENS SCHOOL ROAD SWANSEA SC 29160 70,800.00
331-02 915 802781864 BATES THOMAS LA TARRA 13949 ROSELAWN DETROIT MI 48238 27,000.00
331-02 915 802782755 GREKAS BETTY J 59 MARYLAND AVENUE REHOBOTH BE DE 19971 60,000.00
331-02 915 802782904 VALENTINE SEBERINA A 618 FRANK REED ROAD BASSETT VA 24055 73,100.00
331-02 915 802783589 CLARK WENDY A 104 ARROWPOINT DRIVE GASTON SC 29053 69,200.00
331-02 915 802783720 REID DAVID A 137 WASHINGTON AVENUE BROOKLYN NY 11238 210,000.00
331-02 915 802785360 HODGE CHARLES EDWARD 620 HALLS BRIDGE ROAD INMAN SC 29349 69,275.00
331-02 915 802785469 FELTON ROGER CARL 4905 HUNTER ROAD SANFORD NC 27330 66,950.00
331-02 915 802786038 DONAHUE JOSEPH G 3 DRUID AVENUE PEABODY MA 01960 144,000.00
331-02 915 802789222 STEVENSON MARQUETTE M 2506 ASHFORD STREET PHILADELPHI PA 19153 45,050.00
331-02 915 802790667 FRIDAY CYNTHIA L 52 SANDSTONE LANE WILLINGBORO NJ 08046 60,000.00
331-02 915 802791046 WINTERSTEEN VICTORIA L 16 APPLETON PARK H6 IPSWICH MA 01938 85,000.00
331-02 915 802792531 SPINDLER CATHERINE 920 S WHEELER SAGINAW MI 48602 41,400.00
331-02 915 802792739 JEUDY YVES J 1283 EAST 93RD STREET BROOKLYN NY 11236 223,975.00
331-02 915 802792952 CALLAHAN DASHAUN 752 WEADOCK AVENUE LIMA OH 45804 36,000.00
331-02 915 802794040 MORRIS ROYCE L 3720 RUTHERFORD STREET HARRISBURG PA 17111 56,700.00
331-02 915 802795922 LASSITER ALDRIDGE B IV 143 IVEY DRIVE KENLY NC 27542 82,400.00
331-02 915 802797324 GARRETT BOBBIE 741 CALVERT DETROIT MI 48202 29,100.00
331-02 915 802798405 MUTTART WAYNE R 3562 BUFFALO DRIVE MARTINSVILL IN 46151 64,500.00
331-02 915 802799429 WHITE KIMBERLY 189 VISTA VIEW DRIVE ELGIN SC 29045 68,000.00
331-02 915 802799577 JACKSON THEOPHLIUS 123436 COLUMBIA AVNEUE PLAINFIELD NJ 07060 99,000.00
331-02 915 802800144 MAZZOLA DARREN J 2156 ALEMANDA DRIVE CLEARWATER FL 33764 58,400.00
331-02 915 802801084 ROBERTS DANIEL 921 SOUTH 21ST STREET NEW CASTLE IN 47362 40,000.00
331-02 915 802802082 LOVETT JOSEPH 709 SOUTH LEAVITT STREET BRAZIL IN 47834 23,450.00
331-02 915 802806018 GOMEZ DANILO A 3166 NORTH HOLTON AVENUE MILWAUKEE WI 53212 52,800.00
331-02 915 802806539 FERRELL CHERYL 1031 ZION GROVE TRAIL CLOVER VA 24534 54,263.00
331-02 915 802807578 STARK FRANK 6 BLIZZARD ROAD STILLWATER NY 12170 77,000.00
331-02 915 802807727 NELSON JACKS GERALDINE 3734 BOONE TRAIL GRIFTON NC 28530 54,750.00
331-02 915 802808014 GREENE WALTER JR 200 RICHARDS AVENUE NORWALK CT 06850 212,500.00
331-02 915 802808816 HUGULEY JAMES W JR 3602 33RD STREET SW LANETT AL 36863 62,100.00
331-02 915 802808857 BRANDT GARY JUDE 18936 LAKE HARBOUR ROAD BATON ROUGE LA 70816 819,000.00
331-02 915 802810226 NOBILING DEBORAH L 6809 BRIMSTONE LANE FAIRFAX VA 22039 364,560.00
331-02 915 802811653 BLAINE JULIA A 510 SOUTH BROWNSCHOOL ROAD VANDALIA OH 45377 120,700.00
331-02 915 802812073 COLLINS CHRISTOPHE 402 EAST TRINITY AVENUE DURHAM NC 27701 97,650.00
331-02 915 802812115 CAMPBELL JACQUELINE 213 WEST GROVE STREET TAYLOR PA 18517 36,000.00
331-02 915 802813378 HOLLAND LINDA B 207 BROKER ROAD DOUGLAS GA 31533 51,000.00
331-02 915 802814459 SLATER WILLIAM P 921 NORTH PARKER INDIANAPOLI IN 46201 52,700.00
331-02 915 802814525 CRAWFORD MARY 1319 PHILADELPHIA DRIVE DAYTON OH 45406 70,550.00
331-02 915 802814640 WHITE JOSEPH 311 CENTENNIAL DRIVE BYRON GA 31008 78,758.00
331-02 915 802816504 CANNON DANIEL 16 11TH STREET TROY NY 12180 80,550.00
331-02 915 802817452 ROZAK HEIDI E 336 WELLESLEY ROAD PHILADELPHI PA 19119 144,000.00
331-02 915 802819540 THOMSON SCOT 5430 NORTHEAST 153RD PLACE CITRA FL 32113 54,400.00
331-02 915 802819565 TULINO MARIO L 3492 CLIFFWOOD DRIVE LAKE ARIEL PA 18436 93,100.00
331-02 915 802823419 ARMSTRONG BARBARA 6383 NIGHTINGALE FLINT MI 48506 99,000.00
331-02 915 802824565 BURKE DAVID J 13 MERLIN DRIVE BRIDGETON NJ 08302 92,650.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802751388 103,981.06 03/01/2000 02/01/2030 14.000 13.000 20.000 10.000
331-02 915 802752451 61,750.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802752741 51,259.06 02/01/2000 01/01/2030 10.500 9.500 16.500 6.250
331-02 915 802754036 68,000.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.500
331-02 915 802755389 63,667.23 02/01/2000 01/01/2030 12.500 11.500 18.500 7.450
331-02 915 802755546 73,772.95 02/01/2000 01/01/2030 10.875 9.875 16.875 6.575
331-02 915 802756973 63,671.82 03/01/2000 02/01/2030 10.000 9.000 16.000 5.775
331-02 915 802757773 75,330.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.750
331-02 915 802758177 157,500.00 03/01/2000 02/01/2030 11.125 10.125 17.125 7.150
331-02 915 802759217 76,800.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802759936 47,178.03 02/01/2000 01/01/2025 12.750 11.750 18.750 7.750
331-02 915 802760124 139,968.88 02/01/2000 01/01/2030 13.125 12.125 19.125 8.875
331-02 915 802761304 36,000.00 03/01/2000 02/01/2030 10.250 9.250 16.250 8.000
331-02 915 802761338 94,945.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.250
331-02 915 802763771 58,627.32 02/01/2000 01/01/2030 10.625 9.625 16.625 6.250
331-02 915 802764225 80,750.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.600
331-02 915 802764613 70,921.03 02/01/2000 01/01/2030 10.375 9.375 16.375 6.000
331-02 915 802765487 68,979.14 03/01/2000 02/01/2030 11.750 10.750 17.750 7.250
331-02 915 802768614 51,025.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.500
331-02 915 802768754 67,942.72 02/01/2000 01/01/2030 10.250 9.250 16.250 6.000
331-02 915 802770198 51,979.89 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 802770297 58,862.28 03/01/2000 02/01/2030 13.250 12.250 19.250 9.000
331-02 915 802771857 139,300.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.750
331-02 915 802772285 80,000.00 03/01/2000 02/01/2030 9.250 8.250 15.250 5.375
331-02 915 802775817 32,615.92 03/01/2000 02/01/2030 12.125 11.125 18.125 8.125
331-02 915 802776815 64,383.55 02/01/2000 01/01/2030 11.875 10.875 17.875 7.650
331-02 915 802778290 72,800.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802778951 36,800.00 04/01/2000 03/01/2030 10.250 9.250 16.250 5.750
331-02 915 802779116 121,421.97 01/01/2000 12/01/2029 11.500 10.500 17.500 7.750
331-02 915 802779223 69,667.48 03/01/2000 02/01/2030 9.750 8.750 15.750 5.125
331-02 915 802779678 65,432.29 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802780569 70,780.84 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802781864 26,990.63 02/01/2000 01/01/2030 11.125 10.125 17.125 6.650
331-02 915 802782755 59,974.84 02/01/2000 01/01/2030 10.250 9.250 16.250 5.750
331-02 915 802782904 72,050.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.625
331-02 915 802783589 69,200.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.250
331-02 915 802783720 210,000.00 04/01/2000 03/01/2030 10.250 9.250 16.250 5.500
331-02 915 802785360 69,275.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.250
331-02 915 802785469 66,931.88 03/01/2000 02/01/2030 12.250 11.250 18.250 8.000
331-02 915 802786038 143,910.03 01/01/2000 12/01/2029 11.625 10.625 17.625 6.500
331-02 915 802789222 45,026.16 01/01/2000 12/01/2029 12.375 11.375 18.375 7.325
331-02 915 802790667 60,000.00 03/01/2000 02/01/2030 12.750 11.750 18.750 8.450
331-02 915 802791046 85,000.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.000
331-02 915 802792531 41,383.55 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802792739 223,859.77 02/01/2000 01/01/2030 12.500 11.500 18.500 7.450
331-02 915 802792952 36,000.00 03/01/2000 02/01/2030 9.875 8.875 15.875 5.500
331-02 915 802794040 56,675.50 02/01/2000 01/01/2030 10.000 9.000 16.000 5.800
331-02 915 802795922 82,372.18 02/01/2000 01/01/2030 11.250 10.250 17.250 7.000
331-02 915 802797324 29,100.00 04/01/2000 03/01/2030 11.125 10.125 17.125 6.750
331-02 915 802798405 64,458.57 03/01/2000 02/01/2030 11.500 10.500 17.500 7.500
331-02 915 802799429 67,947.15 03/01/2000 02/01/2030 10.625 9.625 16.625 6.750
331-02 915 802799577 99,000.00 03/01/2000 02/01/2030 11.375 10.375 17.375 7.125
331-02 915 802800144 58,400.00 03/01/2000 02/01/2030 13.750 12.750 19.750 9.250
331-02 915 802801084 39,986.50 04/01/2000 03/01/2030 11.250 10.250 17.250 5.750
331-02 915 802802082 23,450.00 03/01/2000 02/01/2030 13.250 12.250 19.250 9.000
331-02 915 802806018 52,800.00 04/01/2000 03/01/2030 10.125 9.125 16.125 5.500
331-02 915 802806539 54,200.33 02/01/2000 01/01/2030 8.750 7.750 14.750 4.500
331-02 915 802807578 77,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 5.500
331-02 915 802807727 54,735.19 02/01/2000 01/01/2030 12.250 11.250 18.250 8.000
331-02 915 802808014 212,433.93 02/01/2000 01/01/2030 11.625 10.625 17.625 7.250
331-02 915 802808816 61,549.28 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802808857 818,707.97 02/01/2000 01/01/2030 11.000 10.000 17.000 6.750
331-02 915 802810226 364,422.75 02/01/2000 01/01/2030 10.750 9.750 16.750 6.100
331-02 915 802811653 120,641.29 01/01/2000 12/01/2029 12.750 11.750 18.750 7.750
331-02 915 802812073 97,611.20 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802812115 35,973.48 02/01/2000 01/01/2030 10.875 9.875 16.875 6.400
331-02 915 802813378 50,970.65 01/01/2000 12/01/2029 12.000 11.000 18.000 6.250
331-02 915 802814459 52,671.33 03/01/2000 02/01/2030 12.250 11.250 18.250 7.250
331-02 915 802814525 70,550.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.500
331-02 915 802814640 78,710.13 02/01/2000 01/01/2030 11.750 10.750 17.750 7.375
331-02 915 802816504 80,550.00 03/01/2000 02/01/2030 12.375 11.375 18.375 8.350
331-02 915 802817452 144,000.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802819540 53,795.68 02/01/2000 01/01/2030 12.750 11.750 18.750 7.500
331-02 915 802819565 93,100.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.100
331-02 915 802823419 99,000.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.750
331-02 915 802824565 92,595.23 02/01/2000 01/01/2030 11.875 10.875 17.875 6.950
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 7 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802824631 SIX DANNY RAY 102 1/2 REAR 4TH STREET FOLLANSBEE WV 26037 46,500.00
331-02 915 802824862 JOHNSON WILLIAM 528 SOUTH WAYNE STREET KENTON OH 43326 33,600.00
331-02 915 802825125 GARCIA GUILLERMO 84 63 256TH STREET FLORAL PARK NY 11001 263,500.00
331-02 915 802827543 KRUPSKI EDWARD E 458 WHEATON AVENUE BERKELEY TO NJ 08721 102,500.00
331-02 915 802828194 AMOO JANET B 1105 BOND STREET ASBURY PARK NJ 07712 42,500.00
331-02 915 802830935 ORTIZ JULIA 179 TENNEY STREET METHUEN MA 01844 88,000.00
331-02 915 802831214 PIKEN GENE L 1 LEXINGTON DRIVE ROCKPORT ME 04856 312,000.00
331-02 915 802832063 WONDERS PAUL D 104 VAN DYKE ROAD FREEPORT PA 16229 108,000.00
331-02 915 802833319 PETERSON SALLY 2759 MARKET ST MAHTOWA MN 55707 45,100.00
331-02 915 802833871 PETERSON CHRISTINE A 601 BENITA DRIVE EAST MINGO JUNCT OH 43938 110,500.00
331-02 915 802834069 DAILEY JOSEPH J JR 309 CANTON STREET STOUGHTON MA 02072 110,500.00
331-02 915 802834374 DILLON PARHA RUBIE D 823 PUTNAM AVENUE BROOKLYN NY 11221 168,000.00
331-02 915 802834580 THORNTON SHELTON H 2 ROUTE BOX 617 LAKE BUTLER FL 32054 78,000.00
331-02 915 802835140 WARREN-MUMFO DEBORAH 3042 WEST 60TH STREET INDIANAPOLI IN 46228 66,300.00
331-02 915 802836437 BURT JOSEPH W 779 HERNDON DAIRY ROAD BEECH ISLAN SC 29803 79,203.00
331-02 915 802837674 BROWNLEE EARNEST LEE 113 FOY STREET FUNSTON GA 31753 52,700.00
331-02 915 802840009 HEILMANN BRIAN W 303 DUNCAN LANE NORTH FORT FL 39903 136,000.00
331-02 915 802840298 KRZYKWA RICHARD JR 5337 CLAUDIA AVE S.E. KENTWOOD MI 49548 72,000.00
331-02 915 802840371 KREUL MARK J 306 COOK GROVE ST LINDEN WI 53553 90,000.00
331-02 915 802841759 JENKINS FRANKLIN L 114 116 118 NORMAN STREET BRIDGEPORT CT 06605 54,000.00
331-02 915 802842179 MCCLUNEY WILLIE 117 PLEASANT PLAINS ROAD WHITEVILLE NC 28472 60,000.00
331-02 915 802842898 MCCARTY DAWN R 12626 STATE ROAD 159 PIMENTO IN 47866 68,800.00
331-02 915 802844456 GIBSON JAMES M 480 OLD LOOP 35 FOREST MS 39074 72,000.00
331-02 915 802844571 CACIOPPO CHARLES 11 DIVISION STREET CAMBRIDGE NY 12816 17,000.00
331-02 915 802844753 THOMPSON JULIE 3435 TOEPFER RD WARREN MI 48091 67,500.00
331-02 915 802844811 JAMES ROBERTA 76 VERNON AVENUE MOUNT VERNO NY 10553 165,000.00
331-02 915 802845404 WILLIAMS CASSANDRA 3222 DUPONT AVE N MINNEAPOLIS MN 55412 58,500.00
331-02 915 802846527 YEAGY LENETTA M 1001 UNIT 23 NANROC DRIVE MECHANICSBU PA 17055 49,600.00
331-02 915 802848572 LAWSON ANGELIA 1406 RAINBOW DRIVE OCILLA GA 31774 60,350.00
331-02 915 802848861 BOKOR ALI 1112 BLAKE COURT BROOKLYN NY 11235 192,000.00
331-02 915 802850941 BLANKENSHIP MARK 81 HOLBROOK VILLAGE PRESTONSBUR KY 41653 39,000.00
331-02 915 802851758 DAWES GLORIS RAQUEL 35 07 92ND STREET JACKSON HEI NY 11372 259,000.00
331-02 915 802855387 HOLMAN NORMAN 74 SATTERWHITE ROAD YOUNGSVILLE NC 27596 49,500.00
331-02 915 802856005 MARTINEZ GEORGE MARIO 1011 BENSCH STREET LANSING MI 48912 50,000.00
331-02 915 802856187 OKENE OVUNDAH E 219 43 PECK AVENUE HOLLIS HILL NY 11423 414,470.00
331-02 915 802857664 DRISKELL SABRINA 2362 EAST 93RD STREET CLEVELAND OH 44106 20,480.00
331-02 915 802859223 MINKS WAYNE O 32925 FOSSINGER ROAD YODER CO 80864 125,375.00
331-02 915 802860262 SMITH RALPH J JR 106 EAST WALNUT ST PLEASANTVIL OH 43148 56,000.00
331-02 915 802860445 ARMSTRONG DONALD A. 352 W TACOMA CLAWSON MI 48017 96,900.00
331-02 915 802860544 ROBINSON ELENE 56 RHODE ISLAND HIGHLAND PA MI 48203 68,600.00
331-02 915 802861542 HELEEJI HAMEED 6919 MANSFIELD DETROIT MI 48228 53,200.00
331-02 915 802862292 JOHNSON ANDREW M 405 E PHILADELPHIA DETROIT MI 48202 61,600.00
331-02 915 802863381 CADOSE JOSEPH JR 28 TALLMAN STREET NEW BEDFORD MA 02301 94,410.00
331-02 915 802864538 RICHARDSON MELINDA 2000 GERMAN CREEK RD SOUTH BOSTO VA 24592 54,263.00
331-02 915 802865758 WANNER CLARK 1330 NORTH MARSH CREEK RD INKOM ID 83245 113,400.00
331-02 915 802866004 ETTER MARILYN 150 SOUTH MEADE STREET WILKES BARR PA 18702 45,145.00
331-02 915 802866152 PEDROZA BERONICA 59 HUDSON STREET TRENTON NJ 08609 34,300.00
331-02 915 802866962 JEWELL JENNIFER 241 MEGAN ROAD DOUGLAS GA 31533 38,200.00
331-02 915 802867010 BABER ANNA 3420 ROBERTS SAGINAW MI 48601 22,000.00
331-02 915 802867176 BLAYLOCK DONALD A. 407 E WASHINGTON ST BRANDON WI 53919 83,700.00
331-02 915 802868042 KENNEDY GIOVONNIA 328 DONERAILE STREET DARLINGTON SC 29532 65,603.00
331-02 915 802868885 HURLEY KELLY SR 9139 SPRING HILL LANE SALISBURY MD 21801 84,000.00
331-02 915 802869917 ROGERS HELEN DENISE 818 SHEIDAN STREET VALLEJO CA 94590 112,837.00
331-02 915 802870048 MANGUI JORGE 6 VERDON STREET NORTH PLAIN NJ 07060 60,000.00
331-02 915 802870428 TAYLOR RAYMOND II 2001 S 3RD AVE MAYWOOD IL 60153 58,500.00
331-02 915 802870857 JONES DANIEL W JR 605 BERWICK STREET WHITE HAVEN PA 18661 73,478.00
331-02 915 802871418 HARTMAN CINDY L 865 VISTA STREET PITTSBURGH PA 15212 44,850.00
331-02 915 802874206 MUTHANA NAJIB 2402 ALICE HAMTRAMCK MI 48212 58,650.00
331-02 915 802875476 PEMBROOK ADAM 3823 SCOVEL PLACE DETROIT MI 48208 32,900.00
331-02 915 802876375 RIERSON LARRY 156 SHADYWOODS DRIVE WINSTON SAL NC 27107 108,800.00
331-02 915 802876656 AMORGINOS JOHN T 922 NORTHEAST 13TH AVENUE OCALA FL 34470 55,250.00
331-02 915 802876698 KIMM JAMES M 219 MILLCREEK CHESTERFIEL IN 46017 52,700.00
331-02 915 802877241 HUSTON CHARLEY O HWY 17 HOUSTON WAY 17 GARDEN VALL ID 83622 114,750.00
331-02 915 802879122 APPLEBY LARRY 117 LOGGINS LANE COMMERCE GA 30558 82,500.00
331-02 915 802879270 SAMPLEY HARRY R 182 RALSTON ROAD HATTIESBURG MS 39401 90,100.00
331-02 915 802879296 LITTLE VERONICA A 71 WILLOW CREEK LANE WHITEVILLE NC 28472 61,760.00
331-02 915 802881169 HOPKINS DIANE RR5 BOX 225 HABERSON DE 19951 89,250.00
331-02 915 802881268 PARSONS JERRY 140 POULSEN AVE BATTLE CREE MI 49014 63,700.00
331-02 915 802881466 BROOKINS TAMMY 269 71 CLINTON PLACE NEWARK NJ 07018 96,050.00
331-02 915 802881722 MULLEN THOMAS 438 67 STREET BROOKLYN NY 11220 103,000.00
331-02 915 802882019 PENNINGTON WILLIS J 1120 POPLAR GROVE ROAD STREET MD 21154 66,500.00
331-02 915 802882530 LEMON ROBERT 909 SHEPHERD FORK ROAD WEST PORTSM OH 45663 13,600.00
331-02 915 802884874 DOMENECH DELILAH 63 MANN STREET LAWRENCE MA 01841 52,500.00
331-02 915 802885483 MORGAN MARK K 126 FLINT RD CHILLICOTHE OH 45601 64,000.00
331-02 915 802885764 HARRIS JENNIFER 16210 ILENE DETROIT MI 48221 79,900.00
331-02 915 802886002 HARE DIANE L 243 EAST 9TH AVENUE CONSHOHOCKE PA 19428 99,000.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802824631 46,489.96 03/01/2000 02/01/2030 13.250 12.250 19.250 9.000
331-02 915 802824862 33,600.00 03/01/2000 02/01/2030 11.000 10.000 17.000 5.500
331-02 915 802825125 263,500.00 03/01/2000 02/01/2030 12.125 11.125 18.125 7.650
331-02 915 802827543 102,355.37 01/01/2000 12/01/2029 9.750 8.750 15.750 5.150
331-02 915 802828194 42,489.13 03/01/2000 02/01/2030 12.500 11.500 18.500 7.850
331-02 915 802830935 87,980.44 02/01/2000 01/01/2030 13.125 12.125 19.125 8.500
331-02 915 802831214 311,913.18 03/01/2000 02/01/2030 12.125 11.125 18.125 7.875
331-02 915 802832063 108,000.00 03/01/2000 02/01/2030 10.125 9.125 16.125 6.125
331-02 915 802833319 45,100.00 03/01/2000 02/01/2030 13.125 12.125 19.125 8.600
331-02 915 802833871 110,470.91 02/01/2000 01/01/2030 12.375 11.375 18.375 7.880
331-02 915 802834069 110,430.96 01/01/2000 12/01/2029 11.625 10.625 17.625 7.500
331-02 915 802834374 168,000.00 04/01/2000 03/01/2030 9.125 8.125 15.125 5.500
331-02 915 802834580 78,000.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.750
331-02 915 802835140 66,300.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.750
331-02 915 802836437 79,159.73 03/01/2000 02/01/2030 9.000 8.000 15.000 4.750
331-02 915 802837674 52,700.00 03/01/2000 02/01/2030 10.375 9.375 16.375 6.000
331-02 915 802840009 135,933.85 03/01/2000 02/01/2030 12.750 11.750 18.750 8.750
331-02 915 802840298 71,984.00 02/01/2000 01/01/2030 13.125 12.125 19.125 9.150
331-02 915 802840371 89,964.23 02/01/2000 01/01/2030 10.500 9.500 16.500 6.250
331-02 915 802841759 54,000.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802842179 60,000.00 04/01/2000 03/01/2030 12.375 11.375 18.375 7.500
331-02 915 802842898 68,778.01 03/01/2000 02/01/2030 11.500 10.500 17.500 7.250
331-02 915 802844456 71,971.39 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802844571 16,994.10 02/01/2000 01/01/2030 11.125 10.125 17.125 6.650
331-02 915 802844753 67,477.20 02/01/2000 01/01/2030 11.250 10.250 17.250 7.025
331-02 915 802844811 165,000.00 03/01/2000 02/01/2030 12.625 11.625 18.625 8.650
331-02 915 802845404 58,500.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.750
331-02 915 802846527 49,600.00 03/01/2000 02/01/2030 10.125 9.125 16.125 6.400
331-02 915 802848572 60,332.73 02/01/2000 01/01/2030 12.000 11.000 18.000 7.625
331-02 915 802848861 192,000.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802850941 39,000.00 03/01/2000 02/01/2025 10.375 9.375 16.375 6.000
331-02 915 802851758 259,000.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-02 915 802855387 49,475.91 02/01/2000 01/01/2030 12.750 11.750 18.750 8.750
331-02 915 802856005 49,956.75 02/01/2000 01/01/2030 10.125 9.125 16.125 5.900
331-02 915 802856187 414,470.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.500
331-02 915 802857664 20,480.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 802859223 125,277.57 02/01/2000 01/01/2030 10.625 9.625 16.625 6.875
331-02 915 802860262 56,000.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.500
331-02 915 802860445 96,900.00 03/01/2000 02/01/2030 10.125 9.125 16.125 6.000
331-02 915 802860544 68,600.00 03/01/2000 02/01/2030 11.500 10.500 17.500 7.000
331-02 915 802861542 53,182.99 02/01/2000 01/01/2030 11.500 10.500 17.500 6.525
331-02 915 802862292 61,600.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.750
331-02 915 802863381 94,368.23 03/01/2000 02/01/2030 10.000 9.000 16.000 5.350
331-02 915 802864538 54,263.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802865758 113,363.76 02/01/2000 01/01/2030 11.500 10.500 17.500 7.500
331-02 915 802866004 45,102.69 02/01/2000 01/01/2030 9.750 8.750 15.750 5.250
331-02 915 802866152 34,289.62 03/01/2000 02/01/2030 11.750 10.750 17.750 7.150
331-02 915 802866962 38,200.00 03/01/2000 02/01/2025 10.000 9.000 16.000 5.375
331-02 915 802867010 21,995.11 02/01/2000 01/01/2030 13.125 12.125 19.125 8.380
331-02 915 802867176 83,700.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802868042 65,582.04 02/01/2000 01/01/2030 11.500 10.500 17.500 6.250
331-02 915 802868885 83,951.70 01/01/2000 12/01/2029 12.000 11.000 18.000 7.950
331-02 915 802869917 112,837.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.250
331-02 915 802870048 59,979.18 03/01/2000 02/01/2030 11.125 10.125 17.125 5.625
331-02 915 802870428 58,500.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 802870857 73,451.07 02/01/2000 01/01/2030 10.875 9.875 16.875 6.300
331-02 915 802871418 44,834.86 03/01/2000 02/01/2030 11.250 10.250 17.250 6.500
331-02 915 802874206 58,633.68 02/01/2000 01/01/2030 12.125 11.125 18.125 7.525
331-02 915 802875476 32,900.00 03/01/2000 02/01/2030 11.000 10.000 17.000 5.750
331-02 915 802876375 108,800.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 802876656 55,224.90 03/01/2000 02/01/2030 9.875 8.875 15.875 5.375
331-02 915 802876698 52,700.00 03/01/2000 02/01/2030 11.750 10.750 17.750 6.500
331-02 915 802877241 114,665.52 03/01/2000 02/01/2030 10.875 9.875 16.875 6.625
331-02 915 802879122 81,745.34 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802879270 90,100.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.500
331-02 915 802879296 61,760.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802881169 89,217.30 02/01/2000 01/01/2030 10.875 9.875 16.875 6.700
331-02 915 802881268 63,048.40 02/01/2000 01/01/2030 11.375 10.375 17.375 6.900
331-02 915 802881466 96,050.00 03/01/2000 02/01/2030 12.375 11.375 18.375 7.750
331-02 915 802881722 102,970.53 03/01/2000 02/01/2030 12.000 11.000 18.000 7.250
331-02 915 802882019 66,474.97 03/01/2000 02/01/2030 10.750 9.750 16.750 6.500
331-02 915 802882530 13,593.39 03/01/2000 02/01/2030 12.750 11.750 18.750 8.250
331-02 915 802884874 52,487.30 02/01/2000 01/01/2030 12.750 11.750 18.750 7.500
331-02 915 802885483 63,981.69 03/01/2000 02/01/2030 12.000 11.000 18.000 7.750
331-02 915 802885764 79,880.11 02/01/2000 01/01/2030 12.625 11.625 18.625 7.325
331-02 915 802886002 99,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.250
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 8 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802886879 MURPHY ANTINA L 1988 GA HWY 270W DOERUN GA 31744 61,440.00
331-02 915 802887588 SMITH YOLANDA M 3543 HILLCREST AVE DAYTON OH 45406 54,400.00
331-02 915 802888214 OZDEMIR SELAMI 339341 BLOHM STREET WEST HAVEN CT 06516 124,000.00
331-02 915 802888610 GUARDIA EDUARDO M. 30050 SW 155 AVENUE LEISURE CIT FL 33033 87,300.00
331-02 915 802889097 ROJAS ROQUE 2261 WALTON AVENUE BRONX NY 10453 150,000.00
331-02 915 802889592 ADAMS MARY M. 502 NORTH VENTURI AVENUE CRYSTAL RIV FL 34428 148,500.00
331-02 915 802890426 TURNER FRANK T 713 DICKENS STREET ROXBORO NC 27573 83,990.00
331-02 915 802890921 NOCK PAUL R 134 WICK ROAD SLIPPERY RO PA 16057 121,300.00
331-02 915 802891176 BORKOWSKA BARBARA 3119 LIVINGSTON ST. PHILADELPHI PA 19134 22,100.00
331-02 915 802891804 PREVATT BRIAN ROUTE 4 BOX 2166 LAKE BUTLER FL 32054 71,120.00
331-02 915 802892216 SIMMONS YOUNG D. 10354 AURORA DETROIT MI 48204 30,550.00
331-02 915 802892422 HOFFMAN LARRY D 388 WILDCREEK DRIVE JIM THORPE PA 18229 64,800.00
331-02 915 802892596 MILLISOCK ROGER W BOX 4562 SPECK ROAD MOHNTON PA 19540 102,000.00
331-02 915 802892885 BRADBERRY LISA M 208 GRANITE DRIVE LUCAMA NC 27851 75,375.00
331-02 915 802892968 JIMENEZ DIEGO F 236 HUNYADI AVENUE FAIRFIELD CT 06430 256,500.00
331-02 915 802893701 DEMATTEO MICHAEL RR 1 BOX 134 DELAWARE TOWN DINGMANS FE PA 18328 86,400.00
331-02 915 802893750 JOHNSON BERNICE 211 SHERIDAN STREET WESTBURY NY 11590 90,860.00
331-02 915 802893859 FLANINGAM TERRY 6209 PLEASANT AVENUE LOVES PARK IL 61111 40,800.00
331-02 915 802894709 TUCIBAT ROGER A 523 MEADOW AVENUE PITTSBURGH PA 15235 66,000.00
331-02 915 802894717 ALI GAMAL 42564 SYCAMORE STERLING HE MI 48313 141,100.00
331-02 915 802894972 ZELL BERNADINE T 144 BENDER MILL ROAD LANCASTER PA 17603 58,000.00
331-02 915 802896019 HERNANDEZ MARIA A 7516 EAST 46TH STREET INDIANAPOLI IN 46226 68,000.00
331-02 915 802896969 SAO UON 7 COOK STREET DANBURY CT 06810 147,000.00
331-02 915 802897629 CUPO FRANK 183 DENNIS PHILLIPS ROAD FRANKFORD NJ 07862 332,781.00
331-02 915 802898569 DORRELL JUSTIN P 7299 AMERICAN CORNER ROAD DENTON MD 21629 105,000.00
331-02 915 802898734 POTICHER GARY L 270 IDLE ROAD MARYSVILLE PA 17053 92,800.00
331-02 915 802898932 BEEKS SALESHA V.S. 1011 31ST AVE N MINNEAPOLIS MN 55411 48,700.00
331-02 915 802899658 YOUNG JAMES DOFF 705 CHESTNUT RIDGE ROAD MARIETTA SC 29661 56,000.00
331-02 915 802899740 TURNER PATRICE M. 17537 BIRCHCREST DETROIT MI 48221 205,600.00
331-02 915 802900357 WARE CHARLES A 1434 BOXWOOD FARM ROAD AMHERST VA 24521 57,800.00
331-02 915 802901074 RUCKER BERTHA C 2649 LAFAYETTE AVENUE BALTIMORE MD 21216 44,000.00
331-02 915 802901165 LOMASCOLO CHRISTINE L 36 RIPPLE BROOK ROAD TUNKHANNOCK PA 18657 92,000.00
331-02 915 802901215 LONG EARL 1080 PENNFIELD ROAD CLEVELAND H OH 44121 98,175.00
331-02 915 802901850 HYDE CHARLES R 94 WEST 100 NORTH RICHFIELD UT 84701 80,750.00
331-02 915 802903344 SIMMONS CRYSTAL 10079 PRINCE DR ST LOUIS MO 63136 52,700.00
331-02 915 802903542 OLSEN DIANE 577 RENEWAL WAY WOODBRIDGE NJ 07064 159,081.00
331-02 915 802905539 FEHR LISA B 18672 KELLER ROAD LAWRENCEBUR IN 47025 38,000.00
331-02 915 802905901 ZAHRAIE FALAMARZ 29284 AUGUSTA FARMINGTON MI 48331 344,700.00
331-02 915 802906420 ROHRS JULIE L 3603 ALDERGROVE ROAD FERNDALE WA 98248 119,200.00
331-02 915 802906768 FINNLEY ANITA 4021 KOSSUTH ST LOUIS MO 63107 37,400.00
331-02 915 802907626 PISCIOTTA KENNETH J 2543 CONASHAUGH LAKE MILFORD PA 18337 77,400.00
331-02 915 802907675 CROSSAN ELISABETH 969 NATALIE LANE COOPERSBURG PA 18036 200,000.00
331-02 915 802907774 MORETA MIKAELLA 51 HAWKINS LANE BROOKHAVEN NY 11719 351,000.00
331-02 915 802908483 RAY VICKY S 7 FLEETWOOD AVE JACKSON OH 45640 39,100.00
331-02 915 802908616 LONG FRANKIE D 2728 HITCHCOCK ROAD SALEM IN 47167 55,250.00
331-02 915 802910299 KELLEY THOMAS W SR RD 2 BOX 226A BRIDGEVILLE DE 19933 102,000.00
331-02 915 802912436 MCBROOM GREGORY 2922 WORTH LANE HAW RIVER NC 27258 39,000.00
331-02 915 802914051 ENGEL LLOYD 1242 W PAINE RD RUBICON WI 53078 114,700.00
331-02 915 802914085 BEERS ROBERT E JR 24 SOUTH MAIN STREET MARY D PA 17952 23,400.00
331-02 915 802914192 TINDAL JAMES 17 LOT MOSES DINGLE ROAD SUMMERTON SC 29148 56,100.00
331-02 915 802914382 KRYSKA MONTY 29045 HILLVIEW ROSEVILLE MI 48066 77,300.00
331-02 915 802914416 BARTZ RICHARD R 30822 ANN ARBOR TRAIL WESTLAND MI 48185 112,500.00
331-02 915 802914507 PRYOR MARLENE 473 LELAND PRYOR ROAD CROSSVILLE TN 38555 76,500.00
331-02 915 802914994 MCANDREW EDWARD C 2663 SANDERS FOREST DRIVE SHALLOTTE NC 28470 90,000.00
331-02 915 802915611 SWENSEN SCOTT 2031 NORTH 725 WEST CENTERVILLE UT 84014 175,000.00
331-02 915 802916163 SERIG TIMOTHY 15414 BAUER LANE LAUREL MD 20707 127,960.00
331-02 915 802916304 BATTLE LUCKY J LOT B HWY 33 30 SOUTH MCCORMICK SC 29836 70,614.00
331-02 915 802917096 LOPEZ ANTHONY 635 NORTH EASTCREST AVENUE TOOELE UT 84074 94,500.00
331-02 915 802917559 CONTE JAMES 8 OAKWOOD LANE WESTPORT CT 06880 400,000.00
331-02 915 802918128 POE PATRICIA S 124 BRADNER STREET FOSTORIA OH 44830 32,800.00
331-02 915 802918680 SALAZAR CIELO 149 32 83RD STREET HOWARD BEAC NY 11414 288,000.00
331-02 915 802919191 LINCOLN TIMOTHY D 97 CHURCH STREET AUSABLE FOR NY 12912 78,750.00
331-02 915 802919720 BABYLON BRUCE A 8664 LAUREL WOODS DRIVE SURFSIDE BE SC 29575 111,350.00
331-02 915 802920363 WILSON TAMMY L 17688 BROOKNEAL HWY BROOKNEAL VA 24528 53,973.00
331-02 915 802920611 NEAL SARAH 215 CATHERINE MUSKEGON MI 49442 51,850.00
331-02 915 802921320 ELIZARRARAS OLGA 13428 SUNSWEPT COURT MORENO VALL CA 92553 101,600.00
331-02 915 802921791 CHAVIS GERALD A 522 PONDEROSA DRIVE BEAR DE 19701 158,750.00
331-02 915 802922807 BLY VANESSA 128 GREER CIRCLE FITZGERALD GA 31750 47,600.00
331-02 915 802923102 GRAY RICHARD A 1485 EAST JOEY CIRCLE SANDY UT 84092 225,250.00
331-02 915 802923763 RICE JOHNNY R 4922 S PRINCETON AVE CHICAGO IL 60609 78,600.00
331-02 915 802923961 SEIBERT KEITH R 134 ELM STREET CARLISLE PA 17013 62,910.00
331-02 915 802924043 HENDERSON LESTER 17367 RUNYON DETROIT MI 48234 57,600.00
331-02 915 802924217 TREVINO JOSEPH SR 1870 EAST SUMMIT AVENUE KANKAKEE IL 60901 69,600.00
331-02 915 802924597 WILSON ROBERT A 1310 VIC GREER ROAD WAYNESBURG KY 40489 65,600.00
331-02 915 802924605 JONES ROGER O'NEIL 528 CANAL ROAD FARNHAM VA 22460 71,400.00
331-02 915 802924712 JONES DAZELLE 220 ZEB LANE BENSON NC 27504 81,500.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802886879 61,440.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.250
331-02 915 802887588 54,400.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 802888214 123,968.27 03/01/2000 02/01/2030 12.500 11.500 18.500 7.000
331-02 915 802888610 87,300.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.500
331-02 915 802889097 150,000.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.000
331-02 915 802889592 148,439.38 03/01/2000 02/01/2030 10.375 9.375 16.375 6.000
331-02 915 802890426 83,990.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.250
331-02 915 802890921 121,254.34 03/01/2000 02/01/2030 10.750 9.750 16.750 6.375
331-02 915 802891176 22,093.32 02/01/2000 01/01/2030 11.750 10.750 17.750 7.200
331-02 915 802891804 71,120.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.250
331-02 915 802892216 30,550.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.000
331-02 915 802892422 64,775.60 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802892596 101,904.43 02/01/2000 01/01/2030 9.750 8.750 15.750 6.000
331-02 915 802892885 75,355.71 02/01/2000 01/01/2030 12.500 11.500 18.500 8.000
331-02 915 802892968 256,500.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.750
331-02 915 802893701 86,400.00 04/01/2000 03/01/2030 10.125 9.125 16.125 5.600
331-02 915 802893750 90,835.41 03/01/2000 02/01/2030 12.250 11.250 18.250 7.500
331-02 915 802893859 40,800.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-02 915 802894709 65,985.74 03/01/2000 02/01/2030 13.250 12.250 19.250 8.750
331-02 915 802894717 140,971.27 02/01/2000 01/01/2030 9.875 8.875 15.875 5.025
331-02 915 802894972 58,000.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.250
331-02 915 802896019 68,000.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802896969 147,000.00 03/01/2000 02/01/2030 9.000 8.000 15.000 5.000
331-02 915 802897629 332,781.00 03/01/2000 02/01/2030 10.750 9.750 16.750 5.950
331-02 915 802898569 105,000.00 04/01/2000 03/01/2030 9.500 8.500 15.500 5.000
331-02 915 802898734 92,776.26 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802898932 48,700.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 802899658 55,971.19 02/01/2000 01/01/2030 12.500 11.500 18.500 8.500
331-02 915 802899740 205,600.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.750
331-02 915 802900357 57,779.94 02/01/2000 01/01/2030 11.125 10.125 17.125 6.750
331-02 915 802901074 44,000.00 03/01/2000 02/01/2030 11.875 10.875 17.875 7.500
331-02 915 802901165 92,000.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.375
331-02 915 802901215 98,175.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 802901850 80,750.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.500
331-02 915 802903344 52,682.69 02/01/2000 01/01/2030 11.375 10.375 17.375 6.750
331-02 915 802903542 159,081.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.650
331-02 915 802905539 38,000.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802905901 344,700.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.525
331-02 915 802906420 119,200.00 04/01/2000 03/01/2030 10.125 9.125 16.125 5.625
331-02 915 802906768 37,373.92 03/01/2000 02/01/2030 11.125 10.125 17.125 6.500
331-02 915 802907626 77,368.41 03/01/2000 02/01/2030 10.375 9.375 16.375 5.850
331-02 915 802907675 199,894.18 02/01/2000 01/01/2030 12.375 11.375 18.375 7.700
331-02 915 802907774 351,000.00 03/01/2000 02/01/2030 11.625 10.625 17.625 7.150
331-02 915 802908483 39,100.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802908616 55,250.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 802910299 102,000.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.750
331-02 915 802912436 39,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 802914051 114,663.35 03/01/2000 02/01/2030 11.500 10.500 17.500 6.250
331-02 915 802914085 23,391.19 02/01/2000 01/01/2030 10.750 9.750 16.750 6.250
331-02 915 802914192 56,100.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 802914382 77,281.81 02/01/2000 01/01/2030 12.875 11.875 18.875 8.250
331-02 915 802914416 112,452.83 02/01/2000 01/01/2030 10.250 9.250 16.250 5.750
331-02 915 802914507 76,445.93 02/01/2000 01/01/2025 10.375 9.375 16.375 5.875
331-02 915 802914994 90,000.00 03/01/2000 02/01/2030 10.750 9.750 16.750 5.500
331-02 915 802915611 174,935.88 03/01/2000 02/01/2030 10.875 9.875 16.875 6.875
331-02 915 802916163 127,931.55 03/01/2000 02/01/2030 13.125 12.125 19.125 8.250
331-02 915 802916304 69,921.44 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802917096 94,460.37 02/01/2000 01/01/2030 12.250 11.250 18.250 7.750
331-02 915 802917559 400,000.00 03/01/2000 02/01/2030 8.750 7.750 14.750 4.750
331-02 915 802918128 32,800.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.750
331-02 915 802918680 287,872.59 03/01/2000 02/01/2030 10.000 9.000 16.000 5.150
331-02 915 802919191 78,713.26 03/01/2000 02/01/2030 9.750 8.750 15.750 6.000
331-02 915 802919720 111,278.48 02/01/2000 01/01/2030 11.500 10.500 17.500 6.750
331-02 915 802920363 53,949.76 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802920611 51,850.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802921320 101,600.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.125
331-02 915 802921791 158,750.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802922807 47,579.29 02/01/2000 01/01/2025 13.125 12.125 19.125 7.875
331-02 915 802923102 225,027.52 01/01/2000 12/01/2029 9.500 8.500 15.500 5.500
331-02 915 802923763 78,583.02 02/01/2000 01/01/2030 13.250 12.250 19.250 8.500
331-02 915 802923961 62,885.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.030
331-02 915 802924043 57,600.00 03/01/2000 02/01/2030 11.875 10.875 17.875 7.500
331-02 915 802924217 69,600.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802924597 65,584.57 03/01/2000 02/01/2030 12.875 11.875 18.875 7.875
331-02 915 802924605 71,400.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.500
331-02 915 802924712 81,500.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 9 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802924738 BRIDGES JAMES R 7190 WINDY COURT EAST BAILEY NC 27807 79,460.00
331-02 915 802924753 BOYD MARCI 4144 OLD LINCOLNTON ROAD APPLING GA 30813 77,000.00
331-02 915 802925412 WADE KEVIN W 3386 COMPTON DR COLUMBUS OH 43219 73,100.00
331-02 915 802925826 MOTZ DEBORAH A 10 WALLENPAUPACK DRIVE GREENTOWN PA 18436 108,000.00
331-02 915 802925917 RAWNSLEY CLIFTON A. JR 1720 HARRISON STREET UNIT# HOLLYWOOD FL 33020 46,400.00
331-02 915 802927301 PAPA JENNIFER L 105 ROOSEVELT BLVD N BRIGANTINE NJ 08203 92,000.00
331-02 915 802928861 STULIR SCOTT 608 EAST 46TH STREET DAVENPORT IA 52806 81,800.00
331-02 915 802928895 STEWART GARY W 6035 WINFRED MASTERS ROAD ELKTON FL 32033 84,150.00
331-02 915 802928960 LOCKLEAR BETTY 139 HAROLD DRIVE RED SPRINGS NC 28377 38,590.00
331-02 915 802929224 GLASSFORD LYNDA 116 RAYBURN ROAD STOUGHTON MA 02072 120,500.00
331-02 915 802929299 HILL CHARLOTTE 110 SLOPE CREEK ROAD BERKELEY TW NJ 08721 103,500.00
331-02 915 802930057 HURLEY PAUL 424 16TH STREET BROOKLYN NY 11215 319,500.00
331-02 915 802930230 BARNES JOY C 3101 KINGS GAP ROAD HAMILTON GA 31811 94,400.00
331-02 915 802931238 MCALLISTER RICHARD W 2931 VILLAGE SQUARE DRIVE DOVER PA 17315 103,410.00
331-02 915 802931576 BORDERS WILLIAM 124 LOGGINS TRAIL COMMERCE GA 30529 78,983.00
331-02 915 802932160 BELL CLARENCE 2932 NORTH ARSENAL INDIANAPOLI IN 46205 46,750.00
331-02 915 802932889 WRIGHT MICHAEL 13520 TURNER B DEWITT MI 48820 108,400.00
331-02 915 802933689 STERGIOTIS KIRIAKOS M 22 BLISSFUL LANE WAREHAM MA 02538 199,680.00
331-02 915 802933721 GOODWIN EDITH 12 HARRY STREET WILKES BARR PA 18705 27,000.00
331-02 915 802933929 ROBERTSON IAN S 1550 WAGON WHEEL CIRCLE SANDY UT 84093 102,000.00
331-02 915 802934398 GRANT ANNJEANNET 14900 TERRY DETROIT MI 48219 50,400.00
331-02 915 802934893 SMITH ANGELA 2358 N TAYLOR RD CLEVELAND H OH 44112 98,150.00
331-02 915 802935031 DEBERRY KIM R 1405 RAINBOW DRIVE OCILLA GA 31774 49,300.00
331-02 915 802936112 PHILLIPS DONNIE 1481 NINEVAH ROAD LAWRENCEBUR KY 40342 48,000.00
331-02 915 802936518 BALL WILLIAM W 1607 BRANCHVIEW COURT KELLER TX 76248 163,600.00
331-02 915 802937094 LEWIS BRADLY A 575 BETSY ROSS LANE ROCKTON IL 61072 123,200.00
331-02 915 802937797 PHELPS LARRY 103 CHIMNEY ROCK PERRY GA 31069 64,000.00
331-02 915 802937888 JACKSON DAVID E 714 BARROWS MILLS ROAD MARTINSVILL VA 24112 32,500.00
331-02 915 802937987 SAAD ABIR F 7741 MANOR DEARBORN MI 48126 69,300.00
331-02 915 802938043 BORDES CARLOS 6265 ST JOHNS DR EDEN PRAIRI MN 55346 90,400.00
331-02 915 802938142 LEACH ELIZABETH 1115 GRIFFITH PLACE PHILADELPHI PA 19111 75,330.00
331-02 915 802938332 MARTIN HAIRS CONSTANTIA F 439 THE GREAT ROAD MARTINSVILL VA 24112 68,850.00
331-02 915 802938506 LITTLETON BRENDA 563 WEEKS ROAD DOUGLAS GA 31533 45,600.00
331-02 915 802938753 HERSHEY TERRI L 125 MILLER STREET STRASBURG PA 17579 70,000.00
331-02 915 802938977 HAIRSTON RAY ANTHONY 145 CANDY GROVE RD SPENCER VA 24065 72,900.00
331-02 915 802939371 MUNDY LEONA G 1111 HEATHER'S VIEW DRIVE BASSETT VA 24055 67,050.00
331-02 915 802940031 CAMPBELL LOU PATRICIA 306 FALCON RUN MIDDLESEX NC 27557 91,800.00
331-02 915 802940072 YUSUF MUSTAFA A 8 NICOLETTE CIRCLE ROCHESTER NY 14626 121,500.00
331-02 915 802940726 KERSHAW KIM NORMAN 24 EDER TERRACE SOUTH ORANG NJ 07079 152,200.00
331-02 915 802940833 RODRIGUEZ JOSE A 567 LOVERS LANE AKRON OH 44301 51,850.00
331-02 915 802941096 MILLER BILLY 3726 AVONDALE ST LOUIS MO 63121 48,000.00
331-02 915 802941344 EAKER FREDA 605 RED DAWN ESTATES TRAIL VALE NC 28168 84,150.00
331-02 915 802942193 NYSTEDT EVAN RT 302 A/K/A MAIN STREET BARTLETT NH 03812 96,750.00
331-02 915 802942631 ALQUIST WILLIAM V LOT 2 OLD FORGE ROAD ANNVILLE PA 17003 126,749.00
331-02 915 802942789 WALSH MICHAEL J 908 REAR SOUTH WEBSTER AVE SCRANTON PA 18505 77,600.00
331-02 915 802943803 WOODRING VIKKI 32 BELVIDERE AVENUE COLUMBUS OH 43223 56,800.00
331-02 915 802944108 DANIELS HENRY H JR 268 CHESTNUT STREET FIELDALE VA 24089 49,050.00
331-02 915 802944231 DEYBER JOHN H 120 NORTH VINE ST LISBON OH 44432 41,600.00
331-02 915 802944280 WYNN WILLIAM 109 SOUTH FULTON AVENUE MOUNT VERNO NY 10550 118,270.00
331-02 915 802944728 NESTOR PATRICK 3942 RALPH STREET SEAFORD NY 11783 221,854.00
331-02 915 802945071 VALENTI ROSARIO 455 HORNEL STREET BALTIMORE MD 21224 57,500.00
331-02 915 802946400 TODD SANDRA S 407 OAK STREET BLACKSTONE VA 23824 114,390.00
331-02 915 802946855 DIAL QUANTUS 16580 HARLOW DETROIT MI 48235 59,500.00
331-02 915 802947432 NAVARRA LINDA 725 AUVERGNE AVENUE INDIANAPOLI IN 46203 48,000.00
331-02 915 802948000 WHITE PHILLIP EARL 14 SOUTHWEST 5TH STREET FORT MEADE FL 33841 22,500.00
331-02 915 802948109 TAYLOR NATHANIEL JR 515 E 46TH PLACE CHICAGO IL 60653 145,600.00
331-02 915 802949982 SCHEITERLE JOHN 7459 COUNTY ROAD 702 CENTERHILL FL 33514 118,000.00
331-02 915 802950196 JONES KENNETH J 12200 HAZEL HILL CIRCLE FORT WASHIN MD 20744 351,000.00
331-02 915 802950378 CLARK MARCUS 514 COLUMBIA ST HATTIESBURG MS 39401 42,500.00
331-02 915 802950600 BROWN GENEVA L 945 FIRST BOMAR STREET GREENWOOD IN 46142 74,750.00
331-02 915 802951004 WATSON JAMES 1578 MEISTER STREET PISCATAWAY NJ 08854 154,782.00
331-02 915 802951046 MOORE BARBARA J 14812 SEELEY AVE HARVEY IL 60426 39,500.00
331-02 915 802951087 BILLUPS KEENAN 12026 S LAFAYETTE AV CHICAGO IL 60628 61,200.00
331-02 915 802951400 JAMES EARNEST P 44 46 KENT STREET HARTFORD CT 06418 82,500.00
331-02 915 802951699 SCHULTZ KEVIN W 615 E BROOK STREET SURING WI 54174 76,500.00
331-02 915 802951970 DAVIS RAYMOND F 2315 BLUFF ROAD MARION SC 29571 333,000.00
331-02 915 802952903 MILLER JOSEPH D 34 WEST KELLER STREET MECHANICSBU PA 17055 83,610.00
331-02 915 802954727 KNOTT DANA MORRISON 109 ROCK HARBOR LANE SPRING LAKE NC 28390 77,400.00
331-02 915 802955310 MCGLORY LAVEDA 19443 SCHOENHER DETROIT MI 48205 57,600.00
331-02 915 802955534 WILLIAMS JEFFREY G 1925 E CHANDLER AVE EVANSVILLE IN 47714 70,400.00
331-02 915 802955575 HUBBS KENNETH JR 11160 N JOHNSON RD BELOIT OH 44609 91,250.00
331-02 915 802956128 MATHIEU JEAN MARIE 145 147 EAST PROSPECT AVE MOUNT VERNO NY 10550 246,500.00
331-02 915 802956490 BARRETT MILDRED 2729 MATTHEWS AVENUE BRONX NY 10467 242,250.00
331-02 915 802957076 AMRHEIN JOSEPHINE 248 RINKER DRIVE EFFORT PA 18330 90,000.00
331-02 915 802957316 MCDANIEL KEVIN 57 59 RING STREET PROVIDENCE RI 02909 85,500.00
331-02 915 802957845 STENDARDO LISA M 870 MANITOU ROAD HILTON NY 14468 70,400.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802924738 79,433.89 02/01/2000 01/01/2030 11.375 10.375 17.375 6.750
331-02 915 802924753 76,954.54 02/01/2000 01/01/2030 8.625 7.625 14.625 4.000
331-02 915 802925412 72,857.53 03/01/2000 02/01/2030 8.375 7.375 14.375 3.875
331-02 915 802925826 108,000.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.850
331-02 915 802925917 46,383.45 03/01/2000 02/01/2030 11.000 10.000 17.000 6.250
331-02 915 802927301 92,000.00 03/01/2000 02/01/2030 9.750 8.750 15.750 4.775
331-02 915 802928861 81,754.25 02/01/2000 01/01/2030 12.125 11.125 18.125 7.650
331-02 915 802928895 84,150.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.500
331-02 915 802928960 38,569.00 03/01/2000 02/01/2025 11.875 10.875 17.875 7.250
331-02 915 802929224 120,413.67 02/01/2000 01/01/2030 11.000 10.000 17.000 7.100
331-02 915 802929299 103,440.48 02/01/2000 01/01/2030 12.000 11.000 18.000 7.475
331-02 915 802930057 319,500.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802930230 94,400.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802931238 103,410.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.750
331-02 915 802931576 78,983.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802932160 46,750.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.500
331-02 915 802932889 108,400.00 03/01/2000 02/01/2030 12.125 11.125 18.125 6.650
331-02 915 802933689 199,680.00 03/01/2000 02/01/2030 11.875 10.875 17.875 7.125
331-02 915 802933721 27,000.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.500
331-02 915 802933929 102,000.00 03/01/2000 02/01/2030 11.875 10.875 17.875 7.625
331-02 915 802934398 50,400.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.500
331-02 915 802934893 98,150.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.500
331-02 915 802935031 49,300.00 03/01/2000 02/01/2025 10.875 9.875 16.875 6.250
331-02 915 802936112 48,000.00 03/01/2000 02/01/2030 10.500 9.500 16.500 5.250
331-02 915 802936518 163,562.59 02/01/2000 01/01/2030 13.000 12.000 19.000 8.500
331-02 915 802937094 123,200.00 03/01/2000 02/01/2030 12.000 11.000 18.000 7.650
331-02 915 802937797 64,000.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.750
331-02 915 802937888 32,500.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-02 915 802937987 69,273.19 02/01/2000 01/01/2030 10.625 9.625 16.625 6.130
331-02 915 802938043 90,400.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 802938142 75,312.77 03/01/2000 02/01/2030 13.000 12.000 19.000 7.775
331-02 915 802938332 68,850.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 802938506 45,600.00 03/01/2000 02/01/2025 14.125 13.125 20.125 8.875
331-02 915 802938753 70,000.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.500
331-02 915 802938977 72,872.55 03/01/2000 02/01/2030 10.750 9.750 16.750 6.750
331-02 915 802939371 67,050.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802940031 91,800.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802940072 121,397.67 02/01/2000 01/01/2030 10.250 9.250 16.250 5.750
331-02 915 802940726 152,164.20 03/01/2000 02/01/2030 12.875 11.875 18.875 7.550
331-02 915 802940833 51,850.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 802941096 47,976.66 03/01/2000 02/01/2030 12.750 11.750 18.750 8.250
331-02 915 802941344 84,150.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802942193 96,713.58 02/01/2000 01/01/2030 10.750 9.750 16.750 6.500
331-02 915 802942631 126,665.33 02/01/2000 01/01/2030 11.375 10.375 17.375 6.750
331-02 915 802942789 77,600.00 03/01/2000 02/01/2030 9.875 8.875 15.875 5.450
331-02 915 802943803 56,772.37 03/01/2000 02/01/2030 12.750 11.750 18.750 8.250
331-02 915 802944108 49,050.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.750
331-02 915 802944231 41,600.00 03/01/2000 02/01/2030 12.000 11.000 18.000 7.250
331-02 915 802944280 118,270.00 04/01/2000 03/01/2030 11.750 10.750 17.750 6.850
331-02 915 802944728 221,854.20 03/01/2000 02/01/2030 11.750 10.750 17.750 6.500
331-02 915 802945071 57,476.40 02/01/2000 01/01/2030 13.500 12.500 19.500 8.625
331-02 915 802946400 114,390.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.000
331-02 915 802946855 59,478.20 02/01/2000 01/01/2030 10.875 9.875 16.875 6.325
331-02 915 802947432 48,000.00 03/01/2000 02/01/2030 10.750 9.750 16.750 5.250
331-02 915 802948000 22,500.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.000
331-02 915 802948109 145,600.00 03/01/2000 02/01/2030 9.625 8.625 15.625 4.750
331-02 915 802949982 118,000.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.500
331-02 915 802950196 350,867.85 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802950378 42,500.00 03/01/2000 02/01/2030 8.750 7.750 14.750 4.250
331-02 915 802950600 74,750.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.125
331-02 915 802951004 154,708.79 02/01/2000 01/01/2030 12.875 11.875 18.875 7.635
331-02 915 802951046 39,471.69 04/01/2000 03/01/2030 11.000 10.000 17.000 6.250
331-02 915 802951087 61,200.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-02 915 802951400 82,500.00 03/01/2000 02/01/2030 12.500 11.500 18.500 7.650
331-02 915 802951699 76,474.88 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802951970 333,000.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.000
331-02 915 802952903 83,535.71 02/01/2000 01/01/2030 10.000 9.000 16.000 5.800
331-02 915 802954727 77,373.87 02/01/2000 01/01/2030 11.250 10.250 17.250 6.750
331-02 915 802955310 57,600.00 04/01/2000 03/01/2030 11.250 10.250 17.250 5.750
331-02 915 802955534 70,400.00 03/01/2000 02/01/2030 13.500 12.500 19.500 9.050
331-02 915 802955575 91,201.44 03/01/2000 02/01/2030 9.125 8.125 15.125 4.500
331-02 915 802956128 246,500.00 03/01/2000 02/01/2030 12.625 11.625 18.625 7.350
331-02 915 802956490 242,250.00 03/01/2000 02/01/2030 12.375 11.375 18.375 7.600
331-02 915 802957076 89,962.26 03/01/2000 02/01/2030 10.250 9.250 16.250 5.750
331-02 915 802957316 85,450.84 02/01/2000 01/01/2030 12.000 11.000 18.000 7.500
331-02 915 802957845 70,357.36 03/01/2000 02/01/2030 8.500 7.500 14.500 4.500
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 10 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802958223 JONES JACQUELINE S. 1744 RT 45 AUSTINBURG OH 44010 87,700.00
331-02 915 802958363 DAWSON TIMOTHY L 202 NORTH GATEWAY BLVD ELYRIA OH 44035 55,200.00
331-02 915 802959031 BRUNETTE EDNA L 1275 HOWARD MUSKEGON MI 49442 58,650.00
331-02 915 802959494 FERRARA EMILY 8707 EAST SAN VICENTE DRIV SCOTTSDALE AZ 85258 209,900.00
331-02 915 802959502 TREVINO FRANK T 6731 QUAY COURT ARVADA CO 80003 166,500.00
331-02 915 802959825 CABELLO NIMIO L 19408 E 11TH TERR N INDEPENDENC MO 64056 132,700.00
331-02 915 802960559 DELLY MAHA 28451 GLASGOW SOUTHFIELD MI 48076 92,000.00
331-02 915 802961821 WALKER ELVALINE 15893 FAIRFAX SOUTHFIELD MI 48075 175,500.00
331-02 915 802961938 MIDDLETON PAUL W 206 ARROWHEAD DRIVE FLORENCE CO 81226 90,000.00
331-02 915 802962720 GOLDEN RONALD 26858 LEROY TAYLOR MI 48180 57,600.00
331-02 915 802962928 MCCASKEY MAURICE L 1714 DAWSON STREET EUTAWVILLE SC 29048 104,000.00
331-02 915 802962944 FUQUA WALTER M 283 HARRISON AVENUE PERU IN 46970 56,625.00
331-02 915 802963132 HICKS DAVID T JR 1023 MILNER DRIVE EAST LAKELAND FL 33810 59,600.00
331-02 915 802963561 IRIZARRY HARRY 747 FERDNAND DETROIT MI 48209 40,800.00
331-02 915 802963785 FALLS BARBARA J 8821 S MARSHFIELD CHICAGO IL 60620 61,700.00
331-02 915 802963827 ORTIZ ARMANDO 5165 PONCE DELEON ROAD KISSIMMEE FL 34746 49,300.00
331-02 915 802963918 NIELSEN DARREN 25825 100 1/2 ST ZIMMERMAN MN 55398 70,900.00
331-02 915 802964346 DELANEY TIMOTHY R 29559 MCGALLIARD ROAD SUN CITY CA 92586 87,000.00
331-02 915 802964585 RUTELLA INGRID 1824 WALLACE AVENUE BRONX NY 10462 125,000.00
331-02 915 802965103 KUMER MARK A. 2418 FERRIS ST DETROIT MI 48205 20,350.00
331-02 915 802965368 RICKS SHAWN D 2022 S PULASKI ST LITTLE ROCK AR 72202 40,000.00
331-02 915 802965376 ANDERSON COLLIN 1303 4TH AVENUE NORTH WHEATON MN 56296 54,400.00
331-02 915 802965475 MILLER WONDA T. 18243 GRIGGS DETROIT MI 48221 64,350.00
331-02 915 802965616 BRIDGER SANDRA 1 BURDICK ROAD HARTWICK NY 13348 65,600.00
331-02 915 802965954 TOWERY KELLEY C 334 MARLIN AVE ROYAL OAK MI 48067 72,000.00
331-02 915 802966077 ROHRBACH THOMAS J 7607 15TH AVENUE NORTHWEST BRADENTON FL 34209 78,000.00
331-02 915 802966424 OWENS MELVIN RT 5 BOX 252-A GREENVILLE AL 36037 93,500.00
331-02 915 802966598 KERSHNER BRIAN 2410 WEST BAHAMA DRIVE MIRAMAR FL 33023 93,500.00
331-02 915 802966739 COOKS IVORY S JR 1717 N. BAYSHORE DRIVE #A MIAMI FL 33132 232,500.00
331-02 915 802966879 KINNEY JAMES B 1913 WOODLAND AVE NW CANTON OH 44709 77,425.00
331-02 915 802966911 MILLER FRANCES E RT 1 BOX 211 A PINETOPS NC 27864 67,500.00
331-02 915 802967513 CHRISTIAN TIMOTHY 15745 BELDEN DETROIT MI 48238 27,200.00
331-02 915 802967612 RESCH JAMES J. JR 4460 23 MILE RD SHELBY TWP MI 48217 126,400.00
331-02 915 802967877 AUDISHO RAFI 3300 MORRISSEY WARREN MI 48091 64,400.00
331-02 915 802968420 AHMED FAZAL 12 14 GREENWOOD HILL STREE STAMFORD CT 06902 276,250.00
331-02 915 802968446 HALSTEAD MICHAEL 3332 CONNECTICUT STREET GARY IN 46409 35,200.00
331-02 915 802969063 KAUFFMAN PEGGY J 13285 SW 46 STREET OKEECHOBEE FL 34974 76,000.00
331-02 915 802970442 ARISMAN THOMAS A 3413 CARVER SCHOOL ROAD CORDOVA SC 29039 65,700.00
331-02 915 802970509 ROBERTS ALBERT J 401 OLD NEWARK VALLEY ROAD ENDICOTT NY 13760 86,400.00
331-02 915 802970939 FISHER DONNA L 2502 CARROLLTON AVENUE INDIANAPOLI IN 46205 60,000.00
331-02 915 802971473 ROSS FRED W 3838 EAST ANTISDALE ROAD SOUTH EUCLI OH 44118 86,250.00
331-02 915 802972281 MARTIN LORNA 6124 W WIXSHIRE INDIANAPOLI IN 46254 72,250.00
331-02 915 802972836 HONORE ROSANA 1 MOUNT PLEASANT PLACE ROXBURY MA 02119 98,175.00
331-02 915 802973016 STEELE FLODERIA 1607 SUGAR DOWNS COURT ATLANTA GA 30316 85,500.00
331-02 915 802973115 SCARLETT WINSTON N 1026 EAST 96TH STREET BROOKLYN NY 11236 274,500.00
331-02 915 802973727 ELLINWOOD DAVID SCOTT 1300 CRAVENS LANE CARPINTERIA CA 93013 525,000.00
331-02 915 802973784 MAGLOTHIN PATRICIA 423 BROADWAY PONTIAC MI 48342 40,800.00
331-02 915 802974295 BERENGUEL LAURENCIO 3410 5TH AVENUE DES MOINES IA 50313 55,250.00
331-02 915 802974311 STANTON KATHY J 4031 THICKET LANE HARRISBURG PA 17110 209,900.00
331-02 915 802974436 BUTLER MICHAEL 516 MAUDE AVENUE BALTIMORE MD 21225 46,900.00
331-02 915 802974709 KOCH-CRAVENS JOYCE 714 EUREKA ST PEORIA IL 61603 30,200.00
331-02 915 802974824 ROSA JOSE SIMEON 1405 NORTH 41ST STREET PHOENIX AZ 85008 94,500.00
331-02 915 802975151 JACKSON PHILLIP 624 WALNUT STREET FORT WAYNE IN 46802 37,050.00
331-02 915 802975375 JOHNSON TIMOTHY W 4464 N 64TH ST MILWAUKEE WI 53218 49,800.00
331-02 915 802975813 POWELL SABRINA 120 ESSEX STREET BROOKLYN NY 11208 114,750.00
331-02 915 802976415 NALLS KENNETH 223 PRESLEY DR ST LOUIS MO 63137 68,000.00
331-02 915 802976589 KING KEVIN 2544 CENTER ST LOUIS MO 63136 61,200.00
331-02 915 802976621 BELL ALFRED D 1446 GRAND PARK AVE AKRON OH 44310 104,000.00
331-02 915 802976720 THACKURDEEN SANDRA 3497 WEIDNER AVENUE OCEANSIDE NY 11572 248,500.00
331-02 915 802976894 CAMPBELL DEVON P 11016 S ESMOND ST CHICAGO IL 60643 73,500.00
331-02 915 802976910 BEARDSLEY MICHAEL 11940 ZION ST NW COON RAPIDS MN 55433 131,700.00
331-02 915 802977124 CLEMANS BRIAN 202 SOUTH LOGAN STREET IDAVILLE IN 47950 56,000.00
331-02 915 802977322 MORI JONATHAN 206 OCEAN AVENUE BELLMORE NY 11710 250,800.00
331-02 915 802977371 ANDERSON JOETTE L 808 SOUTH FREEDOM AVENUE ALLIANCE OH 44601 54,400.00
331-02 915 802978569 BILSON TIFFANY M. 108 OVERLOOK COURT TROY TX 76579 75,780.00
331-02 915 802978601 REINHARDT KATHLEEN E 2978 EAST GREENLEE STREET TUCSON AZ 85716 88,200.00
331-02 915 802979302 ODWIN-JENKIN SIMONE M 9606 WATTS ROAD OWINGS MILL MD 21117 192,591.00
331-02 915 802980102 ALTMAN WINONA 3618 W HIAWATHA OKEMOS MI 48646 156,400.00
331-02 915 802980284 NIGHTINGALE FRANK 2119 OREGON AVENUE ROCKFORD IL 61108 63,000.00
331-02 915 802981464 LONDON VIVIAN 316 BEACH 45TH STREET FAR ROCKAWA NY 11691 157,500.00
331-02 915 802982405 FERGUSON DAVID A 6128 WEST IDA DRIVE LITTLETON CO 80123 342,000.00
331-02 915 802982686 GARCIA DEBRA 2746 WEST PIERCE STREET PHOENIX AZ 85009 69,600.00
331-02 915 802982843 FROST ROBERT L SR 8479 KENNARD RD LODI OH 44254 86,450.00
331-02 915 802983494 DIAMOND DONNA J 3220 CHESTNUTDALE AVENUE CLEVELAND OH 44109 62,400.00
331-02 915 802983676 INDELICATO LOUIS 117 OLD POST ROAD ESOPUS NY 12429 110,000.00
331-02 915 802983999 HERNANDEZ GUILLERMIN 67 N PERSHING INDIANAPOLI IN 46222 59,500.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802958223 87,700.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.250
331-02 915 802958363 55,200.00 04/01/2000 03/01/2030 10.875 9.875 16.875 6.250
331-02 915 802959031 58,650.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-02 915 802959494 209,825.15 02/01/2000 01/01/2030 11.000 10.000 17.000 6.250
331-02 915 802959502 166,344.01 02/01/2000 01/01/2030 9.750 8.750 15.750 5.750
331-02 915 802959825 132,647.27 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802960559 91,964.41 03/01/2000 02/01/2030 10.625 9.625 16.625 5.950
331-02 915 802961821 175,443.90 02/01/2000 01/01/2030 11.500 10.500 17.500 7.025
331-02 915 802961938 89,926.19 03/01/2000 02/01/2030 10.375 9.375 16.375 6.375
331-02 915 802962720 57,600.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-02 915 802962928 104,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 802962944 56,625.00 03/01/2000 02/01/2030 9.625 8.625 15.625 5.000
331-02 915 802963132 59,588.84 02/01/2000 01/01/2030 13.875 12.875 19.875 9.375
331-02 915 802963561 40,800.00 03/01/2000 02/01/2030 13.125 12.125 19.125 7.900
331-02 915 802963785 61,700.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 802963827 49,300.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.625
331-02 915 802963918 70,900.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802964346 87,000.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.250
331-02 915 802964585 125,000.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.250
331-02 915 802965103 20,350.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.000
331-02 915 802965368 40,000.00 03/01/2000 02/01/2030 12.750 11.750 18.750 7.450
331-02 915 802965376 54,381.63 03/01/2000 02/01/2030 11.250 10.250 17.250 5.750
331-02 915 802965475 64,325.77 02/01/2000 01/01/2030 10.750 9.750 16.750 6.250
331-02 915 802965616 65,600.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.500
331-02 915 802965954 72,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 7.025
331-02 915 802966077 78,000.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.500
331-02 915 802966424 93,474.70 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802966598 93,423.33 03/01/2000 02/01/2030 10.375 9.375 16.375 5.750
331-02 915 802966739 232,500.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802966879 77,425.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.250
331-02 915 802966911 67,480.69 03/01/2000 02/01/2030 12.000 11.000 18.000 7.500
331-02 915 802967513 27,200.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802967612 126,400.00 04/01/2000 03/01/2030 11.250 10.250 17.250 5.750
331-02 915 802967877 64,400.00 03/01/2000 02/01/2030 10.000 9.000 16.000 5.525
331-02 915 802968420 276,250.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.850
331-02 915 802968446 35,200.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 802969063 75,961.62 03/01/2000 02/01/2030 9.375 8.375 15.375 4.500
331-02 915 802970442 65,700.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 802970509 86,361.37 02/01/2000 01/01/2030 13.125 12.125 19.125 8.850
331-02 915 802970939 60,000.00 03/01/2000 02/01/2030 9.875 8.875 15.875 5.000
331-02 915 802971473 86,250.00 03/01/2000 02/01/2030 11.750 10.750 17.750 6.500
331-02 915 802972281 72,250.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.000
331-02 915 802972836 98,175.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802973016 85,500.00 04/01/2000 03/01/2030 9.625 8.625 15.625 5.125
331-02 915 802973115 274,407.33 03/01/2000 02/01/2030 11.250 10.250 17.250 7.500
331-02 915 802973727 525,000.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.250
331-02 915 802973784 40,800.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802974295 55,250.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802974311 209,727.88 02/01/2000 01/01/2030 10.375 9.375 16.375 5.500
331-02 915 802974436 46,900.00 03/01/2000 02/01/2030 13.875 12.875 19.875 9.375
331-02 915 802974709 30,200.00 03/01/2000 02/01/2030 12.125 11.125 18.125 7.250
331-02 915 802974824 94,470.62 02/01/2000 01/01/2030 11.625 10.625 17.625 7.375
331-02 915 802975151 37,050.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 802975375 49,800.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802975813 114,723.01 03/01/2000 02/01/2030 12.875 11.875 18.875 8.250
331-02 915 802976415 68,000.00 03/01/2000 02/01/2030 9.250 8.250 15.250 4.700
331-02 915 802976589 61,200.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.000
331-02 915 802976621 103,973.38 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802976720 248,500.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.650
331-02 915 802976894 73,500.00 03/01/2000 02/01/2030 12.125 11.125 18.125 7.400
331-02 915 802976910 131,700.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.400
331-02 915 802977124 56,000.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.750
331-02 915 802977322 250,735.86 03/01/2000 02/01/2030 12.500 11.500 18.500 7.650
331-02 915 802977371 54,400.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.250
331-02 915 802978569 75,736.40 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802978601 88,163.02 02/01/2000 01/01/2030 10.250 9.250 16.250 5.625
331-02 915 802979302 192,516.50 02/01/2000 01/01/2030 10.625 9.625 16.625 6.250
331-02 915 802980102 156,089.29 03/01/2000 02/01/2030 9.125 8.125 15.125 4.700
331-02 915 802980284 63,000.00 03/01/2000 02/01/2030 11.625 10.625 17.625 7.150
331-02 915 802981464 157,440.71 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802982405 342,000.00 03/01/2000 02/01/2030 9.625 8.625 15.625 5.000
331-02 915 802982686 69,576.50 02/01/2000 01/01/2030 11.250 10.250 17.250 6.750
331-02 915 802982843 86,450.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-02 915 802983494 62,366.05 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 802983676 110,000.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.150
331-02 915 802983999 59,500.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 11 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802984260 RODRIGUEZ IDAMARIE 6714 LAWN AVE CLEVELAND OH 44102 74,700.00
331-02 915 802984567 PAPANIKOLAW JAMES G 4 CRESCENT COURT NEW CITY NY 10956 221,000.00
331-02 915 802984682 SINDORF JAY R 2704 SOUTHWEST 2ND PLACE CAPE CORAL FL 33914 132,600.00
331-02 915 802984914 MAXWELL MICHAEL W 2654 MARLANDWOOD CIRCLE TEMPLE TX 76502 116,910.00
331-02 915 802984989 FESTA ELLIOT J JR 795 CENTRAL AVENUE HAMMONTON NJ 08037 112,000.00
331-02 915 802985168 PACHECO JOSE A 1103 36TH AVENUE WEST BRADENTON FL 34205 63,900.00
331-02 915 802985556 KNOWLTON EDWARD 137 HART STREET BEVERLY MA 01915 60,000.00
331-02 915 802985648 PETERKIN ALICE M 3524 ROCKY RIDGE ROAD WALLACE SC 29596 48,750.00
331-02 915 802985697 PICHARDO JOSE 2450 WICKHAM AVENUE BRONX NY 10649 243,900.00
331-02 915 802985986 BACHMAN LAURENCE E. 1396 SCHUMACHER BURTON MI 48529 63,900.00
331-02 915 802986000 MAYWEATHER DOROTHY J 1121 NORTH RURAL STREET INDIANAPOLI IN 46203 52,700.00
331-02 915 802986620 BARNETT LAWANDA 4909 DEVONSHIRE DRIVE FORT WAYNE IN 46806 53,550.00
331-02 915 802987354 KNALL ROXANNE 9571 EAST CHARTER OAK DR SCOTTSDALE AZ 85259 280,000.00
331-02 915 802987826 JAUME NELSON R 2715 SOUTH WEST 114 AVENUE MIAMI FL 33165 297,500.00
331-02 915 802989657 JOHNSON ARLENE 4320 STRODTMAN PLACE ST LOUIS MO 63107 29,750.00
331-02 915 802989822 WEST CHAD C. 22 PHEASANT LANE CANTON NC 28716 68,000.00
331-02 915 802990622 PERRY CLARA BELL 2740 COUNTY ROAD # 33 AUBURN AL 36830 52,000.00
331-02 915 802992529 AREVALO MENCELL 175 BENTLEY PLACE WAY COVINGTON GA 30016 103,500.00
331-02 915 802993428 HENDERSON DAVID LEE 10204 VISTULA ROAD OSCEOLA IN 46561 63,900.00
331-02 915 802993527 LEWIS MICHAEL 142 THERESA CIRCLE MACON GA 31217 91,800.00
331-02 915 802994376 GALLNER RICKY E 4059 RISHER RD YOUNGSTOWN OH 44511 52,000.00
331-02 915 802994913 HARPER MICHAEL D 5555 PALM STREET ST LOUIS MO 63120 51,000.00
331-02 915 802995084 GAYLER JILL A 4526 WEST 5415 SOUTH SALT LAKE C UT 84118 66,800.00
331-02 915 802995944 STEPHENS ILLANA 2812 INDIANA AVE ST LOUIS MO 63118 40,000.00
331-02 915 802996496 OLIVEIRA CHRISTINE 155 NORTH STREET NEW BEDFORD MA 02740 68,000.00
331-02 915 802996587 CLOUSE KITTY M 94 GETTYSBURG STREET ARENDTSVILL PA 17303 89,600.00
331-02 915 802996876 WASHINGTON DORIS 2045 VESTRY DRIVE CHARLESTON SC 29414 90,400.00
331-02 915 802997312 LEWIS HUGH 943 43RD STREET WEST PALM B FL 33407 42,500.00
331-02 915 802998104 SKINNER MICHAEL K 3905 ELLIOT AVENUE MINNEAPOLIS MN 55407 98,600.00
331-02 915 802998518 TAYLOR LILLIE 20197 MARK TWAIN DETROIT MI 48235 41,000.00
331-02 915 802998781 WEIBLEY EDWARD R 65 ZION ROAD CARLISLE PA 17013 65,700.00
331-02 915 802998864 STEPP KENNETH A 5215 STUART DRIVE MECHANICSBU PA 17055 110,610.00
331-02 915 802999128 MERRITT DAWN D 120 ELLIS DRIVE GOLDSBORO NC 27530 80,750.00
331-02 915 802999144 BURNS ANGELA D 3681 ISOLDA AVENUE ST LOUIS MO 63074 82,400.00
331-02 915 803000058 VALLONE DONNA L 9 NORTH 22ND STREET POTTSVILLE PA 17901 52,700.00
331-02 915 803000181 VARDAMAN TODD A 208 SOUTH FRANKLIN STREET LYNN IN 47355 46,400.00
331-02 915 803000314 JOHNSON BARBARA E 80 ELECTRIC AVE WESTERVILLE OH 43081 93,600.00
331-02 915 803001007 KASPER MICHAEL J RR 1 SWEET VALLEY LAKE TWP SWEET VALLE PA 18656 135,000.00
331-02 915 803001551 PAINTER JOHN D 66 FULTON ST WILMINGTON OH 45177 92,000.00
331-02 915 803001726 GOODELL GALEN 2737 18 MILE RD CEDAR SPRIN MI 49319 126,000.00
331-02 915 803003243 LOPEZ TOMAS H 116 SUNNYBROOK LANE SELMA NC 27576 89,479.00
331-02 915 803003375 UNGLESBEE RALPH D 1540 CONCORD AVE S ST PAUL MN 55075 84,500.00
331-02 915 803003599 BEAVERS CHERYL D 3727 CONWAY DR COLUMBUS OH 43227 73,600.00
331-02 915 803003623 HAYNES TERRY L 416 W 4TH STREET HATTIESBURG MS 39401 29,750.00
331-02 915 803003888 FORBES-BROWN STEPHANIE 1012 PINE STREET WILMINGTON DE 19801 35,120.00
331-02 915 803004027 FERGUSON ANNA L 260 NORTHAMPTON AVENUE BUFFALO NY 14208 45,500.00
331-02 915 803004043 MORGAN J WAYNE 801 LACONIA CIRCLE CLARKS SUMM PA 18411 98,500.00
331-02 915 803005016 BEHARRY DHANRAJ 718 MICHIGAN AVENUE BELLPORT NY 11713 49,500.00
331-02 915 803005214 MACHADO ANTHONY M 107 EAST 3RD AVENUE KENNEWICK WA 99336 56,950.00
331-02 915 803006105 CHOATE PETER H 49 MACMILLAN DRIVE BRUNSWICK ME 04011 132,800.00
331-02 915 803006139 JAZWINSKI PETER F 20536 WILLOWBEND LANE PARKER CO 80138 158,400.00
331-02 915 803006212 HANSEN KATHLEEN M 1485- 87 SOUTH 1100 EAST SALT LAKE C UT 84015 144,500.00
331-02 915 803006311 ELCOCK CAROL 4675 BEACONSFIELD STREET DETROIT MI 48224 60,000.00
331-02 915 803006931 GOMEZ RADHAMES 19 NORTH FOREST AVENUE ORLANDO FL 32803 94,800.00
331-02 915 803007103 CASAS FERNANDO 11242 WEST ALMERIA ROAD AVONDALE AZ 85323 107,875.00
331-02 915 803007814 ASHBROOK RICHARD L 120 SUGAR STREET PERSHING IN 47374 72,250.00
331-02 915 803008358 PILOTO-PILKA TERESITA 127 WEST NORTH STREET TAMPA FL 33604 68,000.00
331-02 915 803008721 STEPHENS VERONICA 1266 BELLEVILLE ROAD ORANGEBURG SC 29115 86,700.00
331-02 915 803009265 JABS ROGER 402 JENNITON AVE BARNEVELD WI 53507 85,600.00
331-02 915 803009331 WILBUR BILL M 514 S EATON STREET ALBION MI 49224 43,300.00
331-02 915 803009984 ORTEGA JOHN 1635 5TH STREET SOUTHEAST WINTER HAVE FL 33880 48,000.00
331-02 915 803010115 CURTIS CLIFFORD D 140 EAST NEWPORT AVENUE WAVERLY WA 99139 71,200.00
331-02 915 803010131 ORTEGA LOUISE 8315 S COLFAX CHICAGO IL 60617 38,200.00
331-02 915 803011238 SAVAGE VERNON L 1077 BRADLEY STREET MEMPHIS TN 38114 41,400.00
331-02 915 803011386 JONES ALAN W 46 LINCOLN AVENUE DANBURY CT 06810 156,000.00
331-02 915 803012723 JOINS DEANGELO 966 EAST HUDSON CIRCLE SW ORANGEBURG SC 29115 59,500.00
331-02 915 803013051 PETERSEN DEBORAH E 8466 GOLDEN FIELDS LANE LOVELAND CO 80538 454,750.00
331-02 915 803014810 HUTCHINSON JAMES D 1092 OLD WIGGINS ROAD HOLLY HILL SC 29059 99,200.00
331-02 915 803014844 JACKSON ROY C 3406 BLUE JAY DRIVE TALLAHASSEE FL 32310 63,750.00
331-02 915 803015114 SANTIAGO JENIKA 160 EAST COTTAGE PLACE YORK PA 17403 28,125.00
331-02 915 803015189 HOLDEN TROY A 203 JOPLIN ST BENTON IL 62812 50,900.00
331-02 915 803015767 KRUIZE PRISCILLA 15801 SOUTHWEST 102ND AVEN MIAMI FL 33157 78,750.00
331-02 915 803016518 MCINTOSH ROBERT W 1 RURAL BOX 725 SPENCER IN 47460 100,800.00
331-02 915 803016898 WITHERSPOON JOYCE 8261 STAHELIN DETROIT MI 48228 55,575.00
331-02 915 803017052 MYERS CHARLES B 5455 COTTAGE STREET COLUMBUS OH 43230 32,500.00
331-02 915 803017235 HELMS ESTHER 519 MCLAUGHLIN MUSKEGON MI 49442 26,650.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 802984260 74,700.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.875
331-02 915 802984567 221,000.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.625
331-02 915 802984682 132,562.06 02/01/2000 01/01/2030 12.000 11.000 18.000 7.750
331-02 915 802984914 116,842.74 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802984989 111,949.12 02/01/2000 01/01/2030 9.875 8.875 15.875 5.550
331-02 915 802985168 63,900.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.250
331-02 915 802985556 59,980.83 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 802985648 48,737.52 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802985697 243,705.31 02/01/2000 01/01/2030 10.500 9.500 16.500 6.250
331-02 915 802985986 63,900.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 802986000 52,700.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.625
331-02 915 802986620 53,517.45 04/01/2000 03/01/2030 11.750 10.750 17.750 6.500
331-02 915 802987354 279,788.22 02/01/2000 01/01/2030 10.750 9.750 16.750 6.000
331-02 915 802987826 297,414.88 02/01/2000 01/01/2030 12.000 11.000 18.000 6.750
331-02 915 802989657 29,733.82 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802989822 67,968.73 03/01/2000 02/01/2030 13.000 12.000 19.000 7.750
331-02 915 802990622 52,000.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 802992529 103,461.04 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 802993428 63,843.22 03/01/2000 02/01/2030 10.000 9.000 16.000 6.000
331-02 915 802993527 91,800.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.500
331-02 915 802994376 51,974.71 03/01/2000 02/01/2030 12.750 11.750 18.750 8.250
331-02 915 802994913 51,000.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802995084 66,800.00 03/01/2000 02/01/2030 9.500 8.500 15.500 5.250
331-02 915 802995944 40,000.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 802996496 68,000.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 802996587 89,522.49 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 802996876 90,333.69 03/01/2000 02/01/2030 12.750 11.750 18.750 8.250
331-02 915 802997312 42,488.18 03/01/2000 02/01/2030 12.125 11.125 18.125 6.875
331-02 915 802998104 98,600.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 802998518 41,000.00 03/01/2000 02/01/2030 10.125 9.125 16.125 5.650
331-02 915 802998781 65,700.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.000
331-02 915 802998864 110,566.05 03/01/2000 02/01/2030 10.500 9.500 16.500 6.030
331-02 915 802999128 80,750.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 802999144 82,400.00 03/01/2000 02/01/2030 13.875 12.875 19.875 9.400
331-02 915 803000058 52,682.69 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 803000181 46,400.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.500
331-02 915 803000314 93,600.00 03/01/2000 02/01/2030 11.250 10.250 17.250 6.500
331-02 915 803001007 134,938.67 04/01/2000 03/01/2030 9.875 8.875 15.875 5.250
331-02 915 803001551 92,000.00 03/01/2000 02/01/2030 13.375 12.375 19.375 8.900
331-02 915 803001726 126,000.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 803003243 89,479.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.250
331-02 915 803003375 84,500.00 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
331-02 915 803003599 73,600.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 803003623 29,750.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 803003888 35,120.00 03/01/2000 02/01/2030 10.250 9.250 16.250 5.750
331-02 915 803004027 45,500.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.000
331-02 915 803004043 98,468.52 03/01/2000 02/01/2030 11.500 10.500 17.500 6.625
331-02 915 803005016 49,500.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.000
331-02 915 803005214 56,950.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.625
331-02 915 803006105 132,800.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 803006139 158,400.00 03/01/2000 02/01/2030 12.125 11.125 18.125 7.625
331-02 915 803006212 144,500.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803006311 60,000.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 803006931 94,772.11 03/01/2000 02/01/2030 11.875 10.875 17.875 8.125
331-02 915 803007103 107,849.63 02/01/2000 01/01/2030 12.875 11.875 18.875 8.375
331-02 915 803007814 72,250.00 03/01/2000 02/01/2030 13.000 12.000 19.000 7.500
331-02 915 803008358 68,000.00 03/01/2000 02/01/2030 12.375 11.375 18.375 7.875
331-02 915 803008721 86,700.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 803009265 85,600.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 803009331 43,300.00 03/01/2000 02/01/2030 13.500 12.500 19.500 8.250
331-02 915 803009984 47,985.88 03/01/2000 02/01/2030 11.875 10.875 17.875 7.375
331-02 915 803010115 71,200.00 03/01/2000 02/01/2030 13.125 12.125 19.125 7.875
331-02 915 803010131 38,200.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803011238 41,400.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 803011386 155,934.58 03/01/2000 02/01/2030 10.250 9.250 16.250 5.500
331-02 915 803012723 59,500.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803013051 454,750.00 03/01/2000 02/01/2030 9.500 8.500 15.500 5.500
331-02 915 803014810 99,200.00 04/01/2000 03/01/2030 11.250 10.250 17.250 5.750
331-02 915 803014844 63,750.00 04/01/2000 03/01/2030 8.750 7.750 14.750 4.250
331-02 915 803015114 28,116.01 03/01/2000 02/01/2030 11.500 10.500 17.500 7.500
331-02 915 803015189 50,884.61 03/01/2000 02/01/2030 11.750 10.750 17.750 6.500
331-02 915 803015767 78,700.80 03/01/2000 02/01/2030 11.625 10.625 17.625 6.875
331-02 915 803016518 100,800.00 03/01/2000 02/01/2030 9.625 8.625 15.625 6.000
331-02 915 803016898 55,575.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 803017052 32,500.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-02 915 803017235 26,641.49 03/01/2000 02/01/2030 11.500 10.500 17.500 6.750
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 12 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 803017268 SIMMONS DONALD 2032 6TH AVENUE CINCINNATI OH 45224 44,200.00
331-02 915 803017383 REYNOLDS ANALENE 5052 MADEIRA ROAD VIRGINIA BE VA 23455 202,700.00
331-02 915 803017391 FIGUEROA ROBERTO I 630 EAST VANKIRK STREET PHILADELPHI PA 19135 19,125.00
331-02 915 803017953 CALDERON JOSE M 3811 FLAT ROCK COURT VAN BUREN AR 72956 67,490.00
331-02 915 803018134 SMITH MARIO C 136 MOONLIGHT ROAD MATTESON IL 60443 185,000.00
331-02 915 803018324 GILLESPIE TODD RT5 L2 HARDY FARMS III MANNING SC 29102 57,375.00
331-02 915 803018506 VOYER PAUL L 1328 SE VAN LOON TERRACE CAPE CORAL FL 33990 90,780.00
331-02 915 803018662 ALSTON JESSE 2910 INDEPENDENCE AVENUE DURHAM NC 27703 80,000.00
331-02 915 803019207 SNOW MAURICE J 116 PENN LEAR DRIVE MONROEVILLE PA 15146 102,300.00
331-02 915 803020197 WAGSTAFF CHARLES C 712 LOOP ROAD KEELING VA 24566 26,000.00
331-02 915 803020999 KEEBY THEODORE W JR 719 WEST PALMETTO STREET AVON PARK FL 33825 25,776.00
331-02 915 803021617 BAUMGARTNER SAUNA 45 EAST 100 NORTH PLEASANT GR UT 84062 132,300.00
331-02 915 803023076 SMITH CARMISHA L 4153 WYOMING ST LOUIS MO 63147 66,300.00
331-02 915 803023795 HARRIS JOHN CHRISTOPHE 18061 SHIELDS DETROIT MI 48234 48,000.00
331-02 915 803024074 JOHNSON RUTH A RT 2 EAGERTON ROAD PINEWOOD SC 29125 43,500.00
331-02 915 803024587 WILSON MELISSA C 14955 AVENIDA VENUSTO SAN DIEGO CA 92128 155,700.00
331-02 915 803024876 DENNIS LEON 66 WEST OAK STREET ORESTES IN 46063 54,460.00
331-02 915 803025022 COTTEN THOMAS I 310 SHERIDAN STREET CRAWFORDSVI IN 47933 30,000.00
331-02 915 803025253 LOSTER ROBERT 1434 SOUTH BEMIS STREET SPOKANE WA 99224 64,000.00
331-02 915 803025295 NEAL JASON 2074 NORTH RIM VIEW DRIVE SANTA CLARA UT 84765 168,000.00
331-02 915 803025360 GALLEGO MIGUEL 5123 WEST EMERALD STREET BOISE ID 83706 78,500.00
331-02 915 803026731 VIETMEIER MARVIN L 604 1ST AVE FORRESTON IL 61030 42,000.00
331-02 915 803027366 NORRIS ANTHONY 555 SOUTH PENDLETON PENDLETON IN 46064 59,200.00
331-02 915 803028026 MACKLIN WANDA 1242 N 49 STREET WASHINGTON IL 62204 46,700.00
331-02 915 803028224 JOHNSON ALLAN W JR ROUTE 17 BOX 518 BEDFORD IN 47421 51,300.00
331-02 915 803028711 JASON JANELLE 2524 MCLARAN AVE ST LOUIS MO 63136 51,800.00
331-02 915 803028893 VARGAS MANUEL F 781 DREW STREET BROOKLYN NY 11208 206,500.00
331-02 915 803029701 TAPIA JOSE 509 CALHOUN AVENUE SEFFNER FL 33584 65,700.00
331-02 915 803029867 PEDREGON IRENE 1633 MCMANNAMY DRAW KALISPELL MT 59901 135,200.00
331-02 915 803030253 HUGHES EVELYN 21462 FRONT STREET WILDOMAR CA 92595 50,000.00
331-02 915 803031335 NEIDLINGER ROBERTA A 7930 E 34TH PL INDIANAPOLI IN 46226 62,050.00
331-02 915 803032069 KEYES MARK A 2665 5TH STREET NORTHEAST SALEM OR 97303 68,000.00
331-02 915 803032796 STILWELL CHRISTOPHE 805 ELLIOT NEW CASTLE IN 47362 71,100.00
331-02 915 803033497 COLLINS JOSEPH J 543 MICHIGAN ST PAUL MN 55102 41,625.00
331-02 915 803033612 PARKS JOAN D HEARN 50 NORTH CROSS ROAD STAATSBURG NY 12580 243,000.00
331-02 915 803033695 MCLEOD MICHAEL W 12005 DOVE AVE CLEVELAND OH 44105 48,750.00
331-02 915 803034958 UHLHORN CHRISTINE M 928 MASEFIELD ROAD BALTIMORE MD 21207 85,500.00
331-02 915 803035054 ANDERSON HELEN B 21 WESTERN LANE NORTHWEST BELLINGHAM WA 98226 86,100.00
331-02 915 803035138 VIZCARRA RENE J 5480 DEL REY DRIVE COLORADO SP CO 80918 129,200.00
331-02 915 803036573 SMITH DARRYL 144 03 119TH AVENUE JAMAICA NY 11436 140,000.00
331-02 915 803036722 LIGHT ROBERT D 4020 TAMARA WAY FRANKLIN IN 46131 89,250.00
331-02 915 803036938 JONES HELEN GRACE 2950 PRINCETON PLACE INDIANAPOLI IN 46205 76,500.00
331-02 915 803037233 VINYARD LINDA D 17367 MONICA DETROIT MI 48221 72,000.00
331-02 915 803037712 JONES JOHNNY 316 CENTENIAL DR BYRON GA 31008 91,800.00
331-02 915 803037860 DUNHAM KINGDON JOHN 8012 360TH STREET SOUTH ROY WA 98580 135,000.00
331-02 915 803037886 ZIMMERMAN MICHAEL D 122 HERMAN LANE SALEMBURG NC 28385 52,000.00
331-02 915 803037902 HICKEY BRIAN 6441 NORTH PAGODA TREE TER HERNANDO FL 34442 66,400.00
331-02 915 803038793 KOSMISKY CAROL 45 NORTH THIRD STREET SAINT CLAIR PA 17970 30,375.00
331-02 915 803040690 MCKECHNIE IAM 1302 HALSTEAD RD PARKVILLE MD 21234 73,800.00
331-02 915 803040880 BLOCK TONYA A 2352 GREEN ROAD CLEVELAND OH 44121 59,200.00
331-02 915 803042282 MORALES JOSE 738 WEST 1ST STREET MESA AZ 85210 81,900.00
331-02 915 803043744 ROGERS WILLIAM 13178 COUNTY ROAD 9 MAGNOLIA SP AL 36555 165,600.00
331-02 915 803045533 PEOPLES JAMES T 481 SMITH LANE LONDONDERRY OH 45647 93,500.00
331-02 915 803045582 HENDERSON LUSSETTIE 74 WEST MORNINGSIDE STREET HARTFORD CT 06112 77,000.00
331-02 915 803045822 SEARCY HELEN FAITH 313 LANCASSANGE DRIVE JEFFERSONVI IN 47130 78,750.00
331-02 915 803046770 DYCHE GARTH 4073 SW 52 STREET FT LAUDERDA FL 33314 105,000.00
331-02 915 803048206 GOLDING FAITH 7767 JARED WAY LITTLETON CO 80125 129,600.00
331-02 915 803048321 KENNY ELAINE M 5533 PARTRIDGE COURT HARRISBURG PA 17111 63,450.00
331-02 915 803048750 BROWN LUM E JR 2716 FENWICK AVENUE BALTIMORE MD 21218 26,100.00
331-02 915 803049790 GREEK MICHAEL D 935 MAIN STREET ATLANTIC BE FL 32233 78,750.00
331-02 915 803049873 FAULK TERRY 126 GARDEN LANE SAGINAW MI 48602 62,320.00
331-02 915 803050012 SUCATO DIANE K 4621 EAST CAMELBACK ROAD PHOENIX AZ 85018 480,000.00
331-02 915 803050087 AMPARO CARMEN M 9241 WEST ALLYN ST C MILWAUKEE WI 53224 18,900.00
331-02 915 803050301 SALAZAR JOSE V 8816 NORTH 4TH STREET PHOENIX AZ 85020 106,200.00
331-02 915 803051002 VANDERFORD ROY 5152 NORTH 925 EAST NORTH WEBST IN 46555 96,000.00
331-02 915 803051317 MITCHELL SCOTT M 1229 BOKELIA WESTFIELD IN 46074 83,000.00
331-02 915 803052687 KENNAMER CINDY A 509 DEER TRAIL VAN BUREN AR 72956 59,415.00
331-02 915 803052794 TRASK MICHAEL P 80 ELM STREET WINTERPORT ME 04496 61,750.00
331-02 915 803053461 DECKER GARY W 2923 FLORDIA AVENUE BALTIMORE MD 21227 94,350.00
331-02 915 803054147 JENKINS DEBRA 5528 BRAMLAGE CT ST LOUIS MO 63136 41,600.00
331-02 915 803055144 HOTT JANIS A 1086 SAY AVENUE COLUMBUS OH 43201 60,000.00
331-02 915 803055326 JOHNSON JOHN A 1520 NORTH HIGHWAY 17 BOSTWICK FL 32007 76,500.00
331-02 915 803058874 CONSTANCE THOMAS C 101 WALNUT RIDGE ESTATES SANATOGA PA 19464 66,400.00
331-02 915 803060227 SMITH STEVIE 18417 GOULBURN DETROIT MI 48205 58,650.00
331-02 915 803060508 CALDWELL CURTIS R 130 E SOUTH ST WAYNE OH 43466 22,100.00
331-02 915 803060672 EVANS STACEY D 405 MAIN STREET MARTIN TN 38237 60,000.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 803017268 44,200.00 04/01/2000 03/01/2030 10.500 9.500 16.500 6.500
331-02 915 803017383 201,596.19 03/01/2000 02/01/2030 10.125 9.125 16.125 5.500
331-02 915 803017391 19,125.00 03/01/2000 02/01/2030 10.500 9.500 16.500 6.250
331-02 915 803017953 67,434.63 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803018134 185,000.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 803018324 57,375.00 03/01/2000 02/01/2030 11.000 10.000 17.000 6.500
331-02 915 803018506 90,780.00 03/01/2000 02/01/2030 13.250 12.250 19.250 8.000
331-02 915 803018662 79,979.52 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 803019207 102,300.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.500
331-02 915 803020197 26,000.00 04/01/2000 03/01/2030 11.750 10.750 17.750 7.000
331-02 915 803020999 25,776.00 03/01/2000 02/01/2030 9.250 8.250 15.250 5.250
331-02 915 803021617 132,300.00 03/01/2000 02/01/2030 10.000 9.000 16.000 6.000
331-02 915 803023076 66,300.00 03/01/2000 02/01/2030 12.750 11.750 18.750 7.450
331-02 915 803023795 48,000.00 04/01/2000 03/01/2030 12.500 11.500 18.500 8.000
331-02 915 803024074 43,500.00 04/01/2000 03/01/2025 11.750 10.750 17.750 7.250
331-02 915 803024587 155,700.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-02 915 803024876 54,434.59 03/01/2000 02/01/2030 9.750 8.750 15.750 5.500
331-02 915 803025022 29,988.08 04/01/2000 03/01/2030 10.500 9.500 16.500 6.250
331-02 915 803025253 64,000.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 803025295 168,000.00 03/01/2000 02/01/2030 12.375 11.375 18.375 7.500
331-02 915 803025360 78,500.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.500
331-02 915 803026731 42,000.00 03/01/2000 02/01/2030 11.125 10.125 17.125 6.250
331-02 915 803027366 59,200.00 04/01/2000 03/01/2030 10.250 9.250 16.250 4.750
331-02 915 803028026 46,700.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803028224 51,300.00 04/01/2000 03/01/2030 10.000 9.000 16.000 5.500
331-02 915 803028711 51,800.00 03/01/2000 02/01/2030 10.875 9.875 16.875 6.250
331-02 915 803028893 206,406.18 03/01/2000 02/01/2030 9.875 8.875 15.875 5.350
331-02 915 803029701 65,700.00 04/01/2000 03/01/2030 9.500 8.500 15.500 5.500
331-02 915 803029867 135,200.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.500
331-02 915 803030253 50,000.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.250
331-02 915 803031335 62,027.27 03/01/2000 02/01/2030 10.875 9.875 16.875 6.250
331-02 915 803032069 67,981.60 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 803032796 71,100.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 803033497 41,625.00 04/01/2000 03/01/2030 10.750 9.750 16.750 6.250
331-02 915 803033612 243,000.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 803033695 48,750.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.500
331-02 915 803034958 85,500.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.750
331-02 915 803035054 86,100.00 03/01/2000 02/01/2030 9.625 8.625 15.625 5.000
331-02 915 803035138 129,085.22 04/01/2000 03/01/2030 10.000 9.000 16.000 5.500
331-02 915 803036573 140,000.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.250
331-02 915 803036722 89,250.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.000
331-02 915 803036938 76,417.41 03/01/2000 02/01/2030 11.000 10.000 17.000 6.125
331-02 915 803037233 72,000.00 04/01/2000 03/01/2030 9.625 8.625 15.625 5.000
331-02 915 803037712 91,766.37 03/01/2000 02/01/2030 10.875 9.875 16.875 6.250
331-02 915 803037860 135,000.00 03/01/2000 02/01/2030 9.750 8.750 15.750 5.750
331-02 915 803037886 52,000.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 803037902 66,400.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.875
331-02 915 803038793 30,375.00 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 803040690 73,800.00 04/01/2000 03/01/2030 9.250 8.250 15.250 5.750
331-02 915 803040880 59,200.00 03/01/2000 02/01/2030 12.500 11.500 18.500 8.000
331-02 915 803042282 81,804.11 01/01/2000 12/01/2029 10.625 9.625 16.625 6.000
331-02 915 803043744 165,600.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.250
331-02 915 803045533 93,429.29 04/01/2000 03/01/2030 10.750 9.750 16.750 6.625
331-02 915 803045582 77,000.00 03/01/2000 02/01/2030 11.375 10.375 17.375 6.750
331-02 915 803045822 78,750.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.625
331-02 915 803046770 105,000.00 03/01/2000 02/01/2030 9.625 8.625 15.625 5.000
331-02 915 803048206 129,600.00 03/01/2000 02/01/2030 10.750 9.750 16.750 5.500
331-02 915 803048321 62,833.73 03/01/2000 02/01/2030 11.250 10.250 17.250 6.750
331-02 915 803048750 26,095.25 03/01/2000 02/01/2030 14.000 13.000 20.000 9.125
331-02 915 803049790 78,750.00 04/01/2000 03/01/2030 10.250 9.250 16.250 5.750
331-02 915 803049873 62,320.00 03/01/2000 02/01/2030 12.250 11.250 18.250 7.750
331-02 915 803050012 480,000.00 03/01/2000 02/01/2030 10.375 9.375 16.375 5.875
331-02 915 803050087 18,900.00 03/01/2000 02/01/2030 11.750 10.750 17.750 7.000
331-02 915 803050301 106,158.91 02/01/2000 01/01/2030 10.625 9.625 16.625 6.625
331-02 915 803051002 96,000.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.500
331-02 915 803051317 83,000.00 04/01/2000 03/01/2030 7.625 6.625 13.625 2.750
331-02 915 803052687 59,415.00 03/01/2000 02/01/2030 12.125 11.125 18.125 6.875
331-02 915 803052794 61,750.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 803053461 94,350.00 04/01/2000 03/01/2030 9.875 8.875 15.875 6.000
331-02 915 803054147 41,600.00 03/01/2000 02/01/2030 11.625 10.625 17.625 6.430
331-02 915 803055144 60,000.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.500
331-02 915 803055326 76,500.00 04/01/2000 03/01/2030 9.500 8.500 15.500 5.500
331-02 915 803058874 66,379.36 03/01/2000 02/01/2030 11.625 10.625 17.625 7.125
331-02 915 803060227 58,629.09 03/01/2000 02/01/2030 11.000 10.000 17.000 5.750
331-02 915 803060508 22,100.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.125
331-02 915 803060672 60,000.00 04/01/2000 03/01/2030 12.375 11.375 18.375 7.875
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 13 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal
Zip Balance at
Pool ID Inv Account Name Address City State Code Origination
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 803060953 RIST EDMUND 37 ANN STREET POTTSVILLE PA 17901 32,300.00
331-02 915 803060987 SNELL RON H 15880 WAGON TRAIL PEYTON CO 80831 145,000.00
331-02 915 803062991 HEDGPETH JANET M 3535 WEST LAS PALMARITAS D PHOENIX AZ 85051 72,000.00
331-02 915 803063031 HAYS KENNETH E 2915 WEST YUMA STREET PHOENIX AZ 85009 84,000.00
331-02 915 803063122 BROWN PATRICIA E 283 SOUTH NOME STREET AURORA CO 80012 76,125.00
331-02 915 803065127 YOUNG JAMES W 7437 AUGUSTINE HERMAN HIGH GEORGETOWN MD 21930 97,750.00
331-02 915 803065804 MILLER ROBERT H 4903 PORTAGE STREET LILLY PA 15938 45,000.00
331-02 915 803067461 ARTHUR MICHAEL C 425 STARWAY DRIVE FORT COLLIN CO 80525 100,500.00
331-02 915 803068345 BOWLING KEVIN R 13794 CORAL DRIVE JACKSONVILL FL 32224 33,400.00
331-02 915 803068790 JENKINS SANDY 387 SEMINOLE ROAD SUMTER SC 29154 39,100.00
331-02 915 803069327 COPLEY TAMMY 206 WEST MILL ST CIRCLEVILLE OH 43113 46,400.00
331-02 915 803069590 FLETCHER DUANE B 1819 WEST 13TH STREET JACKSONVILL FL 32209 42,180.00
331-02 915 803071414 WILLOCHELL FRANK R 4421 2ND STREET MCKEESPORT PA 15132 46,750.00
331-02 915 803076165 MELENDEZ DORIS E 213 WASHINGTON STREET PUEBLO CO 81004 73,700.00
331-02 915 803076215 BASSETT JEFFREY C 6715 WEST 3800 SOUTH WEST VALLEY UT 84128 105,600.00
331-02 915 803076272 MEITL JAMES R 8705 WRANGLERS WAY COLORADO SP CO 80908 301,130.00
331-02 915 803076348 SHEPARD V E 140 ELY STREET COLORADO SP CO 80911 99,000.00
331-02 915 803077296 DAVIS JAMES D 1547 PLANK ROAD JEFFERSONVI IN 47130 52,000.00
331-02 915 803078369 CLARKSON KIM E 1100 SKYLAND DRIVE BLDG 0- COLUMBIA SC 29210 28,000.00
331-02 915 803084433 WEARY PHILLIP N 209 WOODSIDE DR PETAL MS 39401 49,500.00
331-02 915 803085489 DURAY MARK 11922 CEDAR DRIVE FISHERS IN 46038 143,938.00
331-02 915 803086297 SZYMANSKI JOSEPH M 32510 FUNK ROAD CALHAN CO 80808 210,000.00
331-02 915 803089101 KNOUSE LARRY D 128 WILLOW DRIVE FREEDOM PA 15042 82,500.00
331-02 915 803090356 MCKENZIE AMARICKO M 18 20 GRANT STREET SPRINGFIELD MA 01109 81,000.00
331-02 915 803090372 CARR LONNIE C 16938 FALCONRIDGE ROAD LITHIA FL 33547 195,500.00
331-02 915 803090596 ZALESKI WALTER 525 & 527 N ST FRANCIS CAB SCRANTON PA 18504 81,600.00
331-02 915 803091065 MIECZNIKOWSK JOHN 1383 CUMMINGS BLVD MADISON OH 44057 66,300.00
331-02 915 803091354 BLEA CAROL J 1818 MIDLOTHIAN ROAD PUEBLO CO 81001 99,900.00
331-02 915 803091727 HROVAT EDWARD F 10725 VERNON AVE GARFIELD HT OH 44125 93,750.00
331-02 915 803093335 ESTRADA MARIO M 1037 FLORENCE AVENUE COLORADO SP CO 80906 91,800.00
331-02 915 803094986 DENMAN DARWIN 316 NORTH OAK BUCHANAN MI 49107 55,500.00
331-02 915 803098177 FLANDERS MICHAEL R 812 WEST 6TH STREET ANDERSON IN 46016 43,265.00
331-02 915 803098938 MEJIA JORGE M 140 BEECHWOOD DRIVE WAYNE NJ 07470 195,500.00
331-02 915 803099324 MAYNARD TIMOTHY L 39122 JOHNNYCAKE RIDGE RD WILLOUGHBY OH 44094 114,750.00
331-02 915 803099647 GREEN CONSTANCE E 2447 SOUTH OAKLAND STREET ARLINGTON VA 22206 80,000.00
331-02 915 803103837 PUITE CURT D 14568 WEST M 46 HOWARD CITY MI 49329 167,200.00
331-02 915 803105501 DYKSTRA BRENT 138 JESSICA LANE BRUNSWICK GA 31525 45,050.00
331-02 915 803108141 SHEFFLER CHARLES W RD 2 BOX 82 SALEM DRIVE NEW ALEXAND PA 15670 75,600.00
331-02 915 803110147 VILLEGAS ROMAN A 6490 PORTER WAY COMMERCE CI CO 80022 97,750.00
331-02 915 803114305 BOZSAN JOHN G 740 EIGHTH STREET TRAFFORD PA 15085 70,500.00
331-02 915 803115682 HARTMAN CINDY 613 SOOSE ROAD PITTSBURGH PA 15209 96,050.00
331-02 915 803117407 HARRIS ANNA L 924 E 18TH AVE COLUMBUS OH 43211 55,250.00
331-02 915 803121862 BATES CORENE GAIL 1494 WEST 132ND PLACE WESTMINSTER CO 80234 150,875.00
331-02 915 803122431 ALVAREZ CONSTANCIA 2713 EAST MONUMENT AVENUE COLORADO SP CO 80909 112,500.00
331-02 915 803127323 SCHANK GARY A SR 5603 43RD STREET NORTH ST PETERSBU FL 33714 38,800.00
331-02 915 803132406 WILLIAMS JOSEPH M 219 MAIN STREET MOOSIC PA 18507 94,987.00
331-02 915 803132539 ALLY CHRISTOPHE 25 23 FAR ROCKAWAY BLVD FAR ROCKAWA NY 11691 124,555.00
331-02 915 803137850 WILLIAMS KENNETH A 20767 WELD COUNTY ROAD 66 GREELEY CO 80631 258,750.00
331-02 915 803145812 WEBB BRUCE 296 CONKLIN AVENUE BROOKLYN NY 11236 243,000.00
----------------------------------------- ---------------
707 Sale Total 65,164,320.00
331-31 905 8000323876 SMITH MICHAEL D 1124 E FT WAYNE ST WARSAW IN 46580 70,700.00
331-31 905 8000396278 SWAN PEGGIE M. 407 WENZEL STURGIS MI 49091 44,400.00
331-31 905 8000404015 SMELSER KEVIN R. 409 TIMBERWOOD COURT ST. CHARLES MO 63303 103,900.00
331-31 905 8000404023 WOOD NICKI RD 1 BOX 84A GLEN EASTON WV 26039 34,800.00
331-31 905 8000452600 REEVES ANDERSON SR 116 RENEE ST TALLADEGA AL 35610 48,900.00
331-31 905 8000474356 PAYNE TRACY A 808 WALNUT BEAVER CROS NE 68313 40,000.00
331-31 905 8000475460 FUQUA GREGORY 708 CALDWELL LANE ATHENS AL 35611 119,700.00
----------------------------------------- ----------------
7 Sale Total 462,400.00
966 Grand Total Group 2 90,337,174.00
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Pool ID Inv Account Balance Date Date Rate Rate Rate Margin
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
331-02 915 803060953 32,300.00 04/01/2000 03/01/2030 12.000 11.000 18.000 6.750
331-02 915 803060987 145,000.00 03/01/2000 02/01/2030 12.000 11.000 18.000 7.750
331-02 915 803062991 72,000.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 803063031 83,962.83 03/01/2000 02/01/2030 10.000 9.000 16.000 5.625
331-02 915 803063122 76,102.61 03/01/2000 02/01/2030 11.875 10.875 17.875 8.125
331-02 915 803065127 97,750.00 04/01/2000 03/01/2030 10.625 9.625 16.625 6.000
331-02 915 803065804 45,000.00 04/01/2000 03/01/2025 13.375 12.375 19.375 8.875
331-02 915 803067461 100,500.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.750
331-02 915 803068345 33,091.35 03/01/2000 02/01/2030 10.625 9.625 16.625 6.000
331-02 915 803068790 39,100.00 04/01/2000 03/01/2030 10.875 9.875 16.875 6.250
331-02 915 803069327 46,374.77 04/01/2000 03/01/2030 12.250 11.250 18.250 7.750
331-02 915 803069590 42,180.00 04/01/2000 03/01/2030 11.500 10.500 17.500 6.250
331-02 915 803071414 46,750.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 803076165 73,677.71 02/01/2000 01/01/2030 11.750 10.750 17.750 7.250
331-02 915 803076215 105,600.00 04/01/2000 03/01/2030 11.000 10.000 17.000 5.500
331-02 915 803076272 301,130.00 03/01/2000 02/01/2030 10.625 9.625 16.625 6.125
331-02 915 803076348 99,000.00 04/01/2000 03/01/2030 9.000 8.000 15.000 5.000
331-02 915 803077296 52,000.00 04/01/2000 03/01/2030 12.125 11.125 18.125 7.625
331-02 915 803078369 27,983.90 04/01/2000 03/01/2030 12.000 11.000 18.000 7.250
331-02 915 803084433 49,500.00 04/01/2000 03/01/2030 11.000 10.000 17.000 5.750
331-02 915 803085489 143,883.81 03/01/2000 02/01/2030 10.750 9.750 16.750 6.250
331-02 915 803086297 210,000.00 04/01/2000 03/01/2030 9.750 8.750 15.750 5.500
331-02 915 803089101 82,500.00 04/01/2000 03/01/2030 7.750 6.750 13.750 3.750
331-02 915 803090356 81,000.00 04/01/2000 03/01/2030 10.750 9.750 16.750 5.850
331-02 915 803090372 195,500.00 04/01/2000 03/01/2030 10.375 9.375 16.375 5.750
331-02 915 803090596 81,600.00 04/01/2000 03/01/2030 9.500 8.500 15.500 5.000
331-02 915 803091065 66,300.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.250
331-02 915 803091354 99,900.00 04/01/2000 03/01/2030 10.125 9.125 16.125 6.125
331-02 915 803091727 93,750.00 03/01/2000 02/01/2030 11.750 10.750 17.750 6.500
331-02 915 803093335 91,800.00 04/01/2000 03/01/2030 10.375 9.375 16.375 6.125
331-02 915 803094986 55,500.00 04/01/2000 03/01/2030 9.125 8.125 15.125 5.000
331-02 915 803098177 43,265.00 04/01/2000 03/01/2030 12.250 11.250 18.250 7.000
331-02 915 803098938 195,500.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.750
331-02 915 803099324 114,670.01 04/01/2000 03/01/2030 11.125 10.125 17.125 6.500
331-02 915 803099647 79,918.88 02/01/2000 01/01/2030 9.375 8.375 15.375 5.200
331-02 915 803103837 167,200.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.375
331-02 915 803105501 45,050.00 04/01/2000 03/01/2025 11.125 10.125 17.125 6.250
331-02 915 803108141 75,541.26 04/01/2000 03/01/2030 10.625 9.625 16.625 6.375
331-02 915 803110147 97,750.00 04/01/2000 03/01/2030 8.625 7.625 14.625 4.250
331-02 915 803114305 70,461.64 04/01/2000 03/01/2030 12.250 11.250 18.250 7.250
331-02 915 803115682 96,050.00 04/01/2000 03/01/2030 11.250 10.250 17.250 6.000
331-02 915 803117407 55,221.57 04/01/2000 03/01/2030 12.500 11.500 18.500 7.250
331-02 915 803121862 150,875.00 04/01/2000 03/01/2030 11.000 10.000 17.000 6.750
331-02 915 803122431 112,427.74 04/01/2000 03/01/2030 11.500 10.500 17.500 6.625
331-02 915 803127323 38,800.00 04/01/2000 03/01/2030 12.000 11.000 18.000 7.250
331-02 915 803132406 94,987.00 04/01/2000 03/01/2030 12.750 11.750 18.750 8.500
331-02 915 803132539 124,555.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-02 915 803137850 258,750.00 04/01/2000 03/01/2030 12.125 11.125 18.125 7.875
331-02 915 803145812 243,000.00 04/01/2000 03/01/2030 9.875 8.875 15.875 5.000
--------------------------- ----------------------------------------
707 65,138,966.38 11.153 10.153 17.153 6.602
331-31 905 8000323876 70,660.45 01/01/2000 12/01/2029 12.125 11.125 18.125 7.550
331-31 905 8000396278 44,400.00 03/01/2000 02/01/2030 11.500 10.500 17.500 7.550
331-31 905 8000404015 103,805.21 04/01/2000 03/01/2030 9.875 8.875 15.875 6.250
331-31 905 8000404023 34,778.27 03/01/2000 02/01/2030 11.625 10.625 17.625 6.750
331-31 905 8000452600 48,900.00 04/01/2000 03/01/2030 11.375 10.375 17.375 6.750
331-31 905 8000474356 40,000.00 04/01/2000 03/01/2030 10.125 9.125 16.125 5.000
331-31 905 8000475460 119,700.00 04/01/2000 03/01/2030 11.875 10.875 17.875 7.000
--------------------------- ----------------------------------------
7 462,243.93 11.205 10.205 17.205 6.750
966 90,300,887.85 11.171 10.172 17.171 6.596
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 14 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 800837171 JESSIE PRESTON 34,000.00 1 311.01 33,722.04
331-01 801182551 HUNTER ALICIA S 45,050.00 2 387.05 44,716.14
331-01 801653833 BOYD BETTY J 75,000.00 7 888.40 74,849.86
331-01 801956269 YOUNTS MARTIN K 75,200.00 1 802.58 75,040.96
331-01 802153866 KIMMEL BETH A 39,000.00 8 327.93 38,902.58
331-01 802195016 LESLIE DELROY S 225,000.00 3 2,058.16 224,451.67
331-01 802244962 UZZELL BETTIE 48,450.00 1 493.71 48,269.29
331-01 802275339 MORRIS PETER 163,500.00 1 1,480.34 163,229.53
331-01 802332130 FLOWER KIMBERLY J 60,000.00 1 477.39 59,966.36
331-01 802367904 DANIELS CHERYL A 36,750.00 1 356.94 36,699.66
331-01 802389544 MACIAS AUSNCIO 44,100.00 1 428.33 44,043.02
331-01 802417907 MASIELLO CHRISTY 79,110.00 2 738.48 79,019.84
331-01 802430652 DAY EARL 76,000.00 1 723.77 75,917.95
331-01 802438952 SMITH PHEBE 60,000.00 3 571.39 59,913.26
331-01 802450866 SANDERS RACHEL 79,050.00 1 797.94 78,952.71
331-01 802471102 CARR KIMBERLY R 69,957.00 1 692.78 68,644.16
331-01 802480954 BELL THERESA A 30,000.00 2 308.58 29,982.75
331-01 802494799 CHURCH FRANCES E 59,800.00 1 655.67 59,800.00
331-01 802516328 RUSSELL SUSAN F 34,000.00 1 307.84 33,972.12
331-01 802520338 YOUNG KENNETH 44,625.00 2 412.38 44,452.35
331-01 802539338 MILLER DAVID T 131,000.00 1 1,042.29 130,852.58
331-01 802548032 PATTERSON GLENDA 69,600.00 7 662.82 69,524.85
331-01 802583088 ANDERSON ROSLYN 63,750.00 1 698.98 63,703.48
331-01 802605584 HEATHCOTE CAROL A 64,800.00 1 568.67 64,683.88
331-01 802609370 MIDDLETON THOMAS E 58,500.00 1 535.13 57,941.62
331-01 802616284 LEBOEUF ROBERT R JR 52,000.00 1 580.31 51,964.94
331-01 802626531 RILEY JUDY A 83,500.00 1 858.89 83,500.00
331-01 802675603 BUTTS COURTNEY 58,225.00 1 638.40 58,197.47
331-01 802693762 BEARD DAVID M 51,000.00 1 438.17 51,000.00
331-01 802704502 BERDEJO MARTA 62,400.00 2 606.07 62,336.19
331-01 802715979 WIDMER WILLIAM JR 62,250.00 1 604.62 61,645.38
331-01 802729111 BURTON JEREMIAH 116,600.00 1 1,301.23 116,547.88
331-01 802731778 HOLLAND VANESSA G 50,750.00 1 546.57 50,750.00
331-01 802758300 BASKIN WILLIAM J 63,750.00 1 613.13 63,705.57
331-01 802763409 PENG WILFORD XINE 449,650.00 1 4,495.78 449,351.77
331-01 802767079 KNOPP RANDY 51,000.00 1 396.67 51,000.00
331-01 802780601 UPSHAW CORNELIUS 48,450.00 1 465.98 48,416.23
331-01 802781690 DUNN KEVIN 93,500.00 1 890.43 93,433.00
331-01 802794529 ZUMBADO ERNESTO 171,000.00 1 1,677.11 170,887.13
331-01 802822965 FERRY RONALD V 71,920.00 4 534.00 71,920.00
331-01 802822999 OILE SAUNDRA 55,200.00 1 616.02 55,200.00
331-01 802839605 HOLGATE GREGORY J 63,000.00 1 558.70 63,000.00
331-01 802839795 ISBELL JENNIFER L 55,250.00 1 531.38 55,250.00
331-01 802855403 GARNETT PETER N 127,920.00 1 1,377.66 127,920.00
331-01 802869602 CHELLIS JAMES L 51,000.00 1 529.51 50,985.80
331-01 802873620 PLATTO ALICE M. 24,000.00 1 204.00 24,000.00
331-01 802883892 PRINCE DONALD J 161,910.00 1 1,618.84 161,910.00
331-01 802887679 ROBINSON MICHAEL E 136,000.00 1 1,544.40 136,000.00
331-01 802889790 WILKINS ALBERT LEE 34,000.00 1 376.11 33,992.22
331-01 802891796 WINGLER HARVEY 126,000.00 1 1,211.85 126,000.00
331-01 802893354 COTA SEBASTIAO B 141,950.00 3 1,419.27 141,905.87
331-01 802907055 CUNNINGHAM LARRY 140,160.00 1 1,523.11 140,160.00
331-01 802908285 NOBILE JOHN 289,000.00 1 2,752.21 289,000.00
331-01 802910653 SEGO BRENDA L 61,200.00 7 582.82 61,200.00
331-01 802910869 CANNONE PHILLIP J 56,000.00 1 491.44 56,000.00
331-01 802913525 PETERSON BETTY A 25,600.00 1 295.75 25,600.00
331-01 802918425 MORINA SAMI 34,800.00 1 368.04 34,422.80
331-01 802926972 GRAY ROBERT 68,000.00 1 778.88 67,986.12
331-01 802927004 GILES PAMALA E 82,800.00 1 827.87 82,800.00
331-01 802928838 ALDEN DENISE 21,250.00 1 237.15 21,250.00
331-01 802929778 SANDERS ANTONIO 39,950.00 1 418.63 39,950.00
331-01 802931303 BARROW REGINALD N 10,200.00 1 98.10 10,200.00
331-01 802931394 DI FIORE UMBERTO G 91,700.00 3 969.79 91,700.00
331-01 802934687 DISIMONI DONATO M 48,000.00 3 452.59 48,000.00
331-01 802940577 RUSSELL BARBARA L 52,500.00 1 470.45 52,500.00
331-01 802945675 PARR LEWIS S 33,830.00 1 341.49 33,830.00
331-01 802946525 CARLL IRWIN 54,000.00 1 545.08 53,983.67
331-01 802948455 HOGENSON DOUGLAS B 189,600.00 8 1,699.01 189,600.00
331-01 802949925 CASH ROBERT W 40,950.00 1 405.52 40,950.00
331-01 802952671 SZCZYPTA BRUCE J 56,000.00 1 554.56 56,000.00
331-01 802952705 DESHONG VELMA V 133,633.00 1 1,247.44 133,633.00
331-01 802954875 WATSON PAUL A 81,600.00 1 815.87 81,600.00
331-01 802964361 STEVENS KEVIN 97,200.00 5 844.04 97,111.31
331-01 802970665 POOLE LEONARD J. JR 164,000.00 1 1,686.92 164,000.00
331-01 802972158 STEWART BERNICE B 22,550.00 1 216.88 22,550.00
331-01 802972596 JOHNSON DONALD W 28,000.00 1 298.83 28,000.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Name Ratio Date Rate Origination Occupied
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
331-01 800837171 JESSIE PRESTON 85.0 07/01/2000 10.500 40,000.00 Y
331-01 801182551 HUNTER ALICIA S 85.0 11/01/2000 9.750 53,000.00 Y
331-01 801653833 BOYD BETTY J 75.0 05/01/2000 14.000 100,000.00 Y
331-01 801956269 YOUNTS MARTIN K 80.0 06/01/2001 12.500 94,000.00 Y
331-01 802153866 KIMMEL BETH A 74.2 09/01/2001 9.500 52,500.00 Y
331-01 802195016 LESLIE DELROY S 90.0 08/01/2001 10.500 250,000.00 Y
331-01 802244962 UZZELL BETTIE 85.0 02/01/2001 11.875 57,000.00 Y
331-01 802275339 MORRIS PETER 75.0 10/01/2002 10.375 218,000.00 Y
331-01 802332130 FLOWER KIMBERLY J 48.0 01/01/2002 8.875 125,000.00 Y
331-01 802367904 DANIELS CHERYL A 75.0 10/01/2002 11.250 49,000.00 Y
331-01 802389544 MACIAS AUSNCIO 70.0 11/01/2001 11.250 63,000.00 Y
331-01 802417907 MASIELLO CHRISTY 85.9 12/01/2001 10.750 92,000.00 Y
331-01 802430652 DAY EARL 80.0 11/01/2001 11.000 95,000.00 Y
331-01 802438952 SMITH PHEBE 75.0 10/01/2002 11.000 80,000.00 N
331-01 802450866 SANDERS RACHEL 85.0 10/01/2001 11.750 93,000.00 Y
331-01 802471102 CARR KIMBERLY R 87.5 11/01/2001 11.500 79,950.00 Y
331-01 802480954 BELL THERESA A 34.8 12/01/2001 12.000 86,000.00 N
331-01 802494799 CHURCH FRANCES E 65.0 02/01/2002 12.875 92,000.00 Y
331-01 802516328 RUSSELL SUSAN F 80.0 12/01/2001 10.375 42,500.00 Y
331-01 802520338 YOUNG KENNETH 85.0 11/01/2001 10.625 52,500.00 Y
331-01 802539338 MILLER DAVID T 80.8 12/01/2001 8.875 162,000.00 Y
331-01 802548032 PATTERSON GLENDA 80.0 11/01/2001 11.000 87,000.00 Y
331-01 802583088 ANDERSON ROSLYN 85.0 11/01/2001 12.875 75,000.00 Y
331-01 802605584 HEATHCOTE CAROL A 78.0 11/01/2001 10.000 83,000.00 Y
331-01 802609370 MIDDLETON THOMAS E 90.0 01/01/2002 10.500 65,000.00 Y
331-01 802616284 LEBOEUF ROBERT R JR 80.0 11/01/2001 13.125 65,000.00 Y
331-01 802626531 RILEY JUDY A 79.5 03/01/2002 12.000 105,000.00 Y
331-01 802675603 BUTTS COURTNEY 85.0 12/01/2001 12.875 68,500.00 Y
331-01 802693762 BEARD DAVID M 85.0 03/01/2003 9.750 60,000.00 Y
331-01 802704502 BERDEJO MARTA 80.0 12/01/2001 11.250 78,000.00 Y
331-01 802715979 WIDMER WILLIAM JR 75.0 02/01/2002 11.250 83,000.00 Y
331-01 802729111 BURTON JEREMIAH 80.9 12/01/2001 13.125 144,000.00 Y
331-01 802731778 HOLLAND VANESSA G 85.2 02/01/2002 12.625 59,500.00 Y
331-01 802758300 BASKIN WILLIAM J 85.0 12/01/2001 11.125 75,000.00 Y
331-01 802763409 PENG WILFORD XINE 85.0 12/01/2001 11.625 529,000.00 Y
331-01 802767079 KNOPP RANDY 85.0 03/01/2003 8.625 60,000.00 Y
331-01 802780601 UPSHAW CORNELIUS 85.0 12/01/2001 11.125 57,000.00 Y
331-01 802781690 DUNN KEVIN 85.0 12/01/2001 11.000 110,000.00 Y
331-01 802794529 ZUMBADO ERNESTO 90.0 01/01/2002 11.375 190,000.00 Y
331-01 802822965 FERRY RONALD V 80.0 03/01/2002 8.125 89,900.00 N
331-01 802822999 OILE SAUNDRA 80.0 02/01/2002 13.125 69,000.00 Y
331-01 802839605 HOLGATE GREGORY J 52.4 02/01/2002 10.125 120,200.00 Y
331-01 802839795 ISBELL JENNIFER L 85.0 03/01/2002 11.125 65,000.00 Y
331-01 802855403 GARNETT PETER N 80.0 03/01/2003 12.625 159,900.00 Y
331-01 802869602 CHELLIS JAMES L 60.0 02/01/2003 12.125 85,000.00 Y
331-01 802873620 PLATTO ALICE M. 26.6 03/01/2002 9.625 90,000.00 Y
331-01 802883892 PRINCE DONALD J 90.0 02/01/2002 11.625 179,900.00 Y
331-01 802887679 ROBINSON MICHAEL E 80.0 03/01/2002 13.375 170,000.00 Y
331-01 802889790 WILKINS ALBERT LEE 41.7 01/01/2002 13.000 81,500.00 Y
331-01 802891796 WINGLER HARVEY 90.0 02/01/2003 11.125 140,000.00 Y
331-01 802893354 COTA SEBASTIAO B 85.0 01/01/2002 11.625 167,000.00 Y
331-01 802907055 CUNNINGHAM LARRY 85.9 03/01/2002 12.750 163,000.00 Y
331-01 802908285 NOBILE JOHN 85.0 03/01/2002 11.000 340,000.00 Y
331-01 802910653 SEGO BRENDA L 90.0 03/01/2002 11.000 68,000.00 Y
331-01 802910869 CANNONE PHILLIP J 70.0 03/01/2002 10.000 80,000.00 Y
331-01 802913525 PETERSON BETTY A 80.0 02/01/2002 13.625 32,000.00 Y
331-01 802918425 MORINA SAMI 80.0 01/01/2002 12.375 43,500.00 Y
331-01 802926972 GRAY ROBERT 80.0 01/01/2003 13.500 85,000.00 Y
331-01 802927004 GILES PAMALA E 42.8 03/01/2002 11.625 193,100.00 Y
331-01 802928838 ALDEN DENISE 85.0 02/01/2002 13.125 25,000.00 Y
331-01 802929778 SANDERS ANTONIO 85.0 03/01/2002 12.250 47,000.00 Y
331-01 802931303 BARROW REGINALD N 85.0 03/01/2003 11.125 12,000.00 Y
331-01 802931394 DI FIORE UMBERTO G 50.9 02/01/2002 12.375 180,000.00 Y
331-01 802934687 DISIMONI DONATO M 64.8 02/01/2002 10.875 74,000.00 Y
331-01 802940577 RUSSELL BARBARA L 75.0 03/01/2003 10.250 70,000.00 N
331-01 802945675 PARR LEWIS S 85.9 02/01/2002 11.750 39,350.00 Y
331-01 802946525 CARLL IRWIN 84.7 02/01/2002 11.750 63,700.00 Y
331-01 802948455 HOGENSON DOUGLAS B 80.0 02/01/2003 10.250 237,000.00 Y
331-01 802949925 CASH ROBERT W 65.0 03/01/2003 11.500 63,000.00 Y
331-01 802952671 SZCZYPTA BRUCE J 70.0 02/01/2002 11.500 80,000.00 N
331-01 802952705 DESHONG VELMA V 74.2 02/01/2002 10.750 180,000.00 Y
331-01 802954875 WATSON PAUL A 85.0 03/01/2003 11.625 96,000.00 Y
331-01 802964361 STEVENS KEVIN 80.3 01/01/2003 9.875 121,000.00 N
331-01 802970665 POOLE LEONARD J. JR 80.0 03/01/2002 12.000 205,000.00 Y
331-01 802972158 STEWART BERNICE B 55.0 03/01/2002 11.125 41,000.00 Y
331-01 802972596 JOHNSON DONALD W 80.0 03/01/2002 12.500 35,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 15 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 802972729 DORNEY RONALD F 76,500.00 1 853.72 76,483.00
331-01 802976639 OWENS JAMES F 91,200.00 1 868.52 91,200.00
331-01 802979179 FARHA ASHRAF 128,500.00 1 1,211.62 127,288.38
331-01 802982934 LEO MICHAEL 69,600.00 3 729.34 69,600.00
331-01 802986950 COOPER MALAIKA 77,390.00 1 878.83 77,390.00
331-01 802991216 UPSON TAFFORD 56,100.00 1 555.55 56,100.00
331-01 802992305 GOMEZ JUAN 196,000.00 1 1,630.23 195,901.02
331-01 802993592 ROBINSON CAROLYN 51,200.00 1 581.42 51,200.00
331-01 802997890 ALLEN ROBIN 44,965.00 1 453.88 44,965.00
331-01 803003805 LAWRENCE DERWIN 69,000.00 7 696.49 69,000.00
331-01 803003920 THOMAS RUBY R 79,900.00 1 791.24 79,900.00
331-01 803004324 LONGO JOHN W 48,800.00 1 483.26 48,800.00
331-01 803005081 CRANE MATT 170,000.00 1 1,635.03 169,881.47
331-01 803005529 GOMEZ ANDREW 67,500.00 1 694.31 67,500.00
331-01 803005834 CARTER JOHN PAUL 93,600.00 1 1,035.40 93,600.00
331-01 803006204 SAULISBERRY FLORENCE 94,500.00 4 882.14 94,500.00
331-01 803007244 MORELLI FRANK J 20,000.00 1 173.67 20,000.00
331-01 803007822 VIECELI DINO 99,000.00 1 1,066.20 99,000.00
331-01 803010347 LAWRENCE DWAIN 105,660.00 1 966.51 105,660.00
331-01 803010800 MABRY GARRIOTT SR 91,800.00 1 900.34 91,800.00
331-01 803011683 BAYS DONALD G 99,000.00 1 952.16 99,000.00
331-01 803012822 CRAWFORD DAVID E 91,510.00 1 854.23 91,510.00
331-01 803014695 HARVERSON JEFFREY 45,900.00 1 458.93 45,900.00
331-01 803015890 CHRISTENSEN CURTIS 173,700.00 1 1,736.72 173,700.00
331-01 803015973 PERSING HEATHER L 54,825.00 1 569.22 54,255.78
331-01 803016716 PEARSON LARRY 120,000.00 1 1,280.71 120,000.00
331-01 803018613 JOHNSON CLAUDE J 51,350.00 1 583.12 51,350.00
331-01 803023555 MCAFEE JACK L 77,000.00 1 647.46 76,962.12
331-01 803025832 URBINA SERGIO 50,400.00 8 508.74 50,400.00
331-01 803025907 SLATEN MICHELLE A 72,000.00 1 618.59 72,000.00
331-01 803031236 REESE CARLESTER 67,740.00 1 563.43 67,740.00
331-01 803032523 RUTKOWSKI WILLIAM 103,000.00 1 894.40 103,000.00
331-01 803033190 MARSHALL SCOTT K. 104,400.00 1 945.24 104,400.00
331-01 803033802 HARRISON PAMYULA F 54,640.00 1 541.10 54,640.00
331-01 803036292 LEWIS DAVID L 59,100.00 1 590.91 59,100.00
331-01 803036581 WELLS YVONNE 55,000.00 3 549.92 55,000.00
331-01 803037597 ONEILL SUSAN 170,000.00 3 1,980.69 169,967.23
331-01 803038165 RODGERS ROBERT J 82,450.00 1 792.99 82,450.00
331-01 803040245 COCKS GILBERT 60,000.00 1 565.73 60,000.00
331-01 803040492 JANIS NORBERT J 468,750.00 2 4,200.47 468,750.00
331-01 803040625 DAVIS ADOLPH III 156,150.00 3 1,413.79 156,150.00
331-01 803041821 NOE GLENN G 117,000.00 1 1,260.05 116,941.47
331-01 803043355 FOLTZ ROY 72,000.00 1 768.43 72,000.00
331-01 803044783 LACAVA JUDITH L 125,000.00 1 1,309.87 123,690.13
331-01 803045830 BALTIMORE EURA 54,000.00 1 550.26 54,000.00
331-01 803046721 COLEMAN SEQUOIA 69,600.00 1 729.34 69,600.00
331-01 803047224 DEMONTE RALPH 56,700.00 1 430.96 56,700.00
331-01 803047471 COOK JOHN D 116,250.00 1 1,041.72 116,201.25
331-01 803048263 GOFORTH REVONDA 68,000.00 1 654.01 68,000.00
331-01 803049097 VANVALKENBUR RONALD 103,500.00 1 1,074.58 103,500.00
331-01 803049121 THAYER JENNIFER L 96,300.00 1 898.94 96,300.00
331-01 803049758 SMITH-BENTON LILLIAN 76,500.00 1 714.11 76,500.00
331-01 803050384 PRESTON EDMUND J 124,100.00 1 1,112.06 124,100.00
331-01 803051432 WEIDNER JANICE L 110,900.00 1 892.33 110,900.00
331-01 803052976 BROWN BRIAN W 72,891.00 1 777.94 72,891.00
331-01 803053578 DITORO TIMOTHY R 60,800.00 1 648.89 60,800.00
331-01 803053925 BRADSHAW PATRICIA F 100,000.00 1 999.84 100,000.00
331-01 803056324 BOYD ALICE 61,600.00 1 627.70 61,600.00
331-01 803057066 WILLIAMS ANDRE L 50,150.00 1 554.76 50,138.53
331-01 803059484 MCKENRICK DAN 148,750.00 1 1,458.89 148,750.00
331-01 803059880 SMITH BARBARA ANN 39,900.00 1 372.46 39,900.00
331-01 803062512 PATTERSON BARBARA 76,000.00 1 752.62 76,000.00
331-01 803062827 MCCASLAND JON 62,900.00 1 517.46 62,900.00
331-01 803065168 GERGI FADI 64,710.00 1 604.06 64,710.00
331-01 803068121 KABIR KHAN HUMAYUN 315,000.00 4 2,852.03 315,000.00
331-01 803069186 WILDER CALVIN R 54,000.00 1 576.32 54,000.00
331-01 803069905 CREAMER DEANNA 59,500.00 1 538.72 59,500.00
331-01 803069954 TAYLOR GERALD D 92,250.00 1 861.14 92,215.27
331-01 803070200 SCHNEIDER DAVID A 94,880.00 1 841.42 94,880.00
331-01 803072255 COBURN SCOTT 107,250.00 1 961.07 107,250.00
331-01 803072578 WILSON HOPE E. 61,200.00 1 694.98 61,200.00
331-01 803073378 BAGBEY SHELBY N 100,000.00 1 1,047.90 100,000.00
331-01 803074244 GOOD CATHERINE 183,600.00 1 1,888.53 183,600.00
331-01 803074558 LAMB KIMBERLY S 38,400.00 1 406.11 38,400.00
331-01 803077130 SAUBERT KEVIN W 60,000.00 1 681.35 60,000.00
331-01 803078799 IPPOLITO GEORGE J 525,000.00 1 4,607.25 525,000.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 802972729 75.0 02/01/2002 13.125 102,000.00 Y
331-01 802976639 80.0 03/01/2002 11.000 114,000.00 Y
331-01 802979179 50.0 02/01/2002 10.875 257,000.00 Y
331-01 802982934 80.0 02/01/2003 12.250 87,000.00 Y
331-01 802986950 85.9 03/01/2003 13.375 90,000.00 Y
331-01 802991216 85.0 03/01/2002 11.500 66,000.00 Y
331-01 802992305 75.3 02/01/2002 9.375 260,000.00 Y
331-01 802993592 80.0 02/01/2002 13.375 64,000.00 Y
331-01 802997890 85.0 03/01/2002 11.750 52,900.00 Y
331-01 803003805 75.0 02/01/2002 11.750 92,000.00 Y
331-01 803003920 85.0 03/01/2002 11.500 94,000.00 Y
331-01 803004324 80.0 03/01/2002 11.500 61,000.00 Y
331-01 803005081 85.0 02/01/2002 11.125 200,000.00 Y
331-01 803005529 73.3 03/01/2002 12.000 92,000.00 Y
331-01 803005834 80.0 03/01/2003 13.000 117,000.00 Y
331-01 803006204 90.0 02/01/2003 10.750 105,000.00 Y
331-01 803007244 80.0 03/01/2003 9.875 25,000.00 N
331-01 803007822 84.9 02/01/2002 12.625 116,500.00 Y
331-01 803010347 90.0 02/01/2002 10.500 117,400.00 Y
331-01 803010800 85.0 03/01/2002 11.375 108,000.00 Y
331-01 803011683 90.0 03/01/2002 11.125 110,000.00 Y
331-01 803012822 77.8 03/01/2002 10.750 117,500.00 Y
331-01 803014695 85.0 03/01/2002 11.625 54,000.00 Y
331-01 803015890 90.0 03/01/2002 11.625 193,000.00 Y
331-01 803015973 85.0 02/01/2003 12.125 64,500.00 Y
331-01 803016716 80.0 03/01/2002 12.500 150,000.00 Y
331-01 803018613 65.0 02/01/2002 13.375 79,000.00 Y
331-01 803023555 75.4 02/01/2002 9.500 102,000.00 Y
331-01 803025832 80.0 03/01/2002 11.750 63,000.00 Y
331-01 803025907 90.0 03/01/2002 9.750 80,000.00 Y
331-01 803031236 60.0 02/01/2002 9.375 112,900.00 Y
331-01 803032523 85.8 02/01/2002 9.875 120,000.00 Y
331-01 803033190 90.0 03/01/2002 10.375 116,000.00 Y
331-01 803033802 80.0 03/01/2002 11.500 68,300.00 Y
331-01 803036292 80.9 03/01/2002 11.625 73,000.00 Y
331-01 803036581 64.7 03/01/2002 11.625 85,000.00 N
331-01 803037597 85.0 02/01/2002 13.750 200,000.00 Y
331-01 803038165 85.0 03/01/2003 11.125 97,000.00 Y
331-01 803040245 33.3 03/01/2002 10.875 180,000.00 Y
331-01 803040492 75.0 03/01/2002 10.250 625,000.00 Y
331-01 803040625 90.0 03/01/2002 10.375 173,500.00 Y
331-01 803041821 75.0 03/01/2002 12.625 156,000.00 Y
331-01 803043355 80.0 03/01/2002 12.500 90,000.00 Y
331-01 803044783 48.6 02/01/2002 12.250 257,000.00 Y
331-01 803045830 73.4 03/01/2002 11.875 73,500.00 Y
331-01 803046721 80.0 03/01/2003 12.250 87,000.00 Y
331-01 803047224 70.0 03/01/2002 8.375 81,000.00 Y
331-01 803047471 74.5 02/01/2002 10.250 156,000.00 Y
331-01 803048263 80.0 03/01/2002 11.125 85,000.00 Y
331-01 803049097 90.0 03/01/2002 12.125 115,000.00 Y
331-01 803049121 90.0 03/01/2003 10.750 107,000.00 Y
331-01 803049758 80.5 03/01/2002 10.750 95,000.00 Y
331-01 803050384 85.0 02/01/2002 10.250 146,000.00 Y
331-01 803051432 85.3 02/01/2002 9.000 130,000.00 Y
331-01 803052976 80.9 03/01/2002 12.500 90,000.00 Y
331-01 803053578 80.0 03/01/2002 12.500 76,000.00 Y
331-01 803053925 63.2 03/01/2002 11.625 158,000.00 Y
331-01 803056324 80.0 03/01/2002 11.875 77,000.00 Y
331-01 803057066 85.0 02/01/2002 13.000 59,000.00 Y
331-01 803059484 85.0 03/01/2002 11.375 175,000.00 Y
331-01 803059880 70.0 03/01/2002 10.750 57,000.00 Y
331-01 803062512 64.9 03/01/2002 11.500 117,000.00 Y
331-01 803062827 85.0 03/01/2002 9.250 74,000.00 Y
331-01 803065168 90.0 03/01/2002 10.750 71,900.00 Y
331-01 803068121 90.0 03/01/2002 10.375 350,000.00 Y
331-01 803069186 80.0 03/01/2002 12.500 67,500.00 Y
331-01 803069905 81.5 03/01/2002 10.375 73,000.00 Y
331-01 803069954 90.0 01/01/2003 10.750 102,500.00 Y
331-01 803070200 80.0 03/01/2002 10.125 118,600.00 Y
331-01 803072255 75.0 03/01/2002 10.250 143,000.00 Y
331-01 803072578 80.0 03/01/2002 13.375 76,500.00 Y
331-01 803073378 74.0 03/01/2003 12.250 135,000.00 Y
331-01 803074244 90.0 03/01/2002 12.000 204,000.00 Y
331-01 803074558 80.0 03/01/2002 12.375 48,000.00 Y
331-01 803077130 80.0 03/01/2002 13.375 75,000.00 Y
331-01 803078799 79.5 03/01/2002 10.000 660,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 16 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 803079631 TORO STEVEN J 37,600.00 2 347.46 37,600.00
331-01 803080464 LOUDERMILL JACKIE L 72,000.00 1 658.61 72,000.00
331-01 803080605 CASSANO JOHNATHAN B 127,650.00 1 1,004.22 127,650.00
331-01 803081249 SUMMERS DONALD E 104,000.00 1 1,191.23 103,957.30
331-01 803083351 GRAY MAERENA 46,400.00 1 486.22 46,374.77
331-01 803085349 FIRESTINE LISA 73,450.00 1 805.33 73,450.00
331-01 803087063 ZIMMERMAN GANESHA 60,000.00 1 565.73 60,000.00
331-01 803087717 YAGER RAYMOND R 81,000.00 1 833.18 81,000.00
331-01 803088350 ROBINSON STEVE B 104,000.00 1 961.06 104,000.00
331-01 803089549 HARRIS TAMMY S 66,750.00 1 648.32 66,704.71
331-01 803089564 CHOWDHURY NURUN N 314,500.00 3 2,730.95 314,500.00
331-01 803090844 FISHER DOUGLAS M 92,600.00 1 908.19 92,600.00
331-01 803091198 KLEMMER MARK M. 170,300.00 1 1,686.47 170,300.00
331-01 803091693 GOODPASTURE GREG L 148,500.00 1 1,470.58 148,500.00
331-01 803091768 TRUESDALE DAVID 82,000.00 1 719.61 82,000.00
331-01 803091826 CURL MARIAN L 67,500.00 1 623.77 67,500.00
331-01 803092394 ANDERSON-PAR GWENDOLYN 48,750.00 1 482.77 48,750.00
331-01 803093574 ARNOLD SILAS 77,000.00 1 718.78 77,000.00
331-01 803094515 CANGIANO FRANCESCO D 82,400.00 1 871.44 82,400.00
331-01 803095108 STURGIS ERIC 73,000.00 1 702.10 73,000.00
331-01 803095272 TOOKS LIONEL J 34,400.00 1 353.84 34,400.00
331-01 803095298 DAVIS CHERYL D 65,450.00 1 586.50 65,450.00
331-01 803095769 SCHULTZ CHARLES G 44,200.00 1 446.16 44,200.00
331-01 803096890 LILLY ANNA E 33,800.00 1 334.72 33,800.00
331-01 803097088 BOWN KRISTI L 64,000.00 1 683.04 64,000.00
331-01 803098227 RIETEL LARRY A 57,800.00 6 561.39 57,760.79
331-01 803099373 DAVIS JACQUELINE L 53,200.00 1 557.48 53,171.06
331-01 803099597 GRANIERI ANNA MAE 54,800.00 1 480.91 54,800.00
331-01 803100254 HEYWOOD BRADLEY C 120,000.00 1 1,280.71 120,000.00
331-01 803100536 BLACK BURTON ROBERTA L 45,500.00 1 450.58 45,500.00
331-01 803102045 BRADSHAW PATRICIA F 51,600.00 1 525.80 51,600.00
331-01 803103274 HILL CHARLES W 64,000.00 1 683.04 64,000.00
331-01 803103605 LAFRENIERE LISA A 44,800.00 1 478.13 44,800.00
331-01 803104595 KLINKER BRUCE E 157,000.00 1 1,495.15 157,000.00
331-01 803105923 CAMASSO JUDITH 53,200.00 2 481.68 53,200.00
331-01 803108679 FISHE ERIC C 44,100.00 1 462.12 44,100.00
331-01 803108877 CRAWFORD THOMAS M. 80,000.00 1 754.31 80,000.00
331-01 803109263 LEWIS DENNIS C 44,700.00 1 434.15 44,700.00
331-01 803109941 JOHNSON CHICO 71,000.00 1 623.08 71,000.00
331-01 803111251 INMAN DONALD KEITH 108,000.00 1 987.92 108,000.00
331-01 803111822 BANKS CYNTHIA 45,900.00 1 450.17 45,900.00
331-01 803112085 CALHOUN MICHAEL J 85,500.00 7 798.13 85,500.00
331-01 803112754 DANNER KERRY L 66,500.00 1 608.30 66,500.00
331-01 803112895 MATTINGLY WAYNE 94,400.00 1 989.21 94,400.00
331-01 803115179 SCHMITT GARY L 70,500.00 1 738.77 70,500.00
331-01 803117506 SOWERS WILLIAM RAYMOND 66,500.00 1 645.89 66,500.00
331-01 803118751 UTHOFF LISA M 96,800.00 1 1,070.80 96,800.00
331-01 803118991 WHITE ALMETA L. 51,200.00 1 477.94 51,200.00
331-01 803120443 HARNISH JAMES K 115,600.00 1 1,122.78 115,600.00
331-01 803122324 SIDDIQUI SHAMIM MUHAMMAD 72,200.00 3 728.79 72,200.00
331-01 803122365 SAVAGE MAY F 40,000.00 1 388.50 40,000.00
331-01 803122712 SMITH FLOYD R 24,000.00 1 206.20 24,000.00
331-01 803122779 GAZARIAN DAVE 55,200.00 1 578.44 55,200.00
331-01 803124973 SCALA GERARDO JR 75,650.00 4 770.87 75,650.00
331-01 803125608 KRAMER RONALD M 35,000.00 1 281.62 35,000.00
331-01 803125798 ROUTSON JOHN J II 98,500.00 1 783.71 98,500.00
331-01 803126002 BOWENS JUANITA 44,000.00 1 465.33 44,000.00
331-01 803127737 DIVITO JEAN PIERRE 90,100.00 1 935.46 90,100.00
331-01 803128008 FISHER KENNETH 165,000.00 1 1,417.60 165,000.00
331-01 803128107 LIDDELL CLINTON 47,600.00 8 466.84 47,600.00
331-01 803128438 O'SHEA KEVIN J 145,800.00 1 1,292.99 145,673.87
331-01 803130202 GRIJALVA ADRIAN 133,200.00 1 1,156.64 133,200.00
331-01 803131341 CHRISTIANSON GREGG T 119,000.00 1 1,099.68 119,000.00
331-01 803132448 JENKINSON ROBERT W 148,500.00 1 1,386.22 148,500.00
331-01 803132505 THOMPSON TAMMY L 48,000.00 1 502.99 48,000.00
331-01 803133115 FOOS WILLIAM J 263,500.00 1 2,735.77 263,500.00
331-01 803134196 MISKE MICHAEL 101,150.00 1 982.43 101,150.00
331-01 803134527 CLAYTON ANIKA L 42,500.00 1 437.16 42,500.00
331-01 803134865 BONAMINIO LYNDA D 213,000.00 1 1,928.52 213,000.00
331-01 803136076 ROBERTS CHRYSTIAN 136,000.00 1 1,425.14 136,000.00
331-01 803136977 LAUDENBACH GEORGE C JR 499,500.00 1 4,109.26 499,500.00
331-01 803137157 CALHOUN MARLIN W 108,800.00 1 1,140.11 108,800.00
331-01 803138577 KANDEL BARRY S 292,500.00 1 2,730.43 292,500.00
331-01 803138585 HUDSON MELISSA 68,000.00 1 752.22 68,000.00
331-01 803141613 HUNTER TODD L 74,700.00 1 718.45 74,700.00
331-01 803142306 BATISTA WILSON 198,900.00 4 1,838.03 198,900.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 803079631 80.0 03/01/2002 10.625 47,000.00 Y
331-01 803080464 76.5 03/01/2002 10.500 94,000.00 Y
331-01 803080605 44.0 03/01/2002 8.750 290,000.00 Y
331-01 803081249 80.0 03/01/2002 13.500 130,000.00 Y
331-01 803083351 80.0 03/01/2002 12.250 58,000.00 Y
331-01 803085349 65.0 03/01/2002 12.875 113,000.00 Y
331-01 803087063 80.0 03/01/2002 10.875 75,000.00 Y
331-01 803087717 79.8 03/01/2002 12.000 101,500.00 Y
331-01 803088350 65.0 03/01/2002 10.625 160,000.00 Y
331-01 803089549 75.0 03/01/2002 11.250 89,000.00 Y
331-01 803089564 89.9 03/01/2003 9.875 349,500.00 Y
331-01 803090844 84.9 03/01/2003 11.375 109,000.00 Y
331-01 803091198 65.0 03/01/2002 11.500 262,000.00 Y
331-01 803091693 90.0 03/01/2003 11.500 165,000.00 Y
331-01 803091768 55.2 03/01/2002 10.000 148,500.00 Y
331-01 803091826 84.2 03/01/2003 10.625 80,100.00 Y
331-01 803092394 65.0 03/01/2002 11.500 75,000.00 Y
331-01 803093574 70.0 03/01/2002 10.750 110,000.00 Y
331-01 803094515 80.0 03/01/2002 12.375 103,000.00 Y
331-01 803095108 85.8 03/01/2002 11.125 85,000.00 Y
331-01 803095272 80.0 03/01/2002 12.000 43,000.00 Y
331-01 803095298 85.0 03/01/2003 10.250 77,000.00 Y
331-01 803095769 85.0 03/01/2002 11.750 52,000.00 Y
331-01 803096890 65.0 03/01/2002 11.500 52,000.00 Y
331-01 803097088 80.0 03/01/2002 12.500 80,000.00 Y
331-01 803098227 85.0 03/01/2002 11.250 68,000.00 Y
331-01 803099373 80.0 03/01/2003 12.250 66,500.00 Y
331-01 803099597 80.0 03/01/2003 10.000 68,500.00 Y
331-01 803100254 80.0 03/01/2002 12.500 150,000.00 Y
331-01 803100536 65.0 03/01/2002 11.500 70,000.00 Y
331-01 803102045 60.0 03/01/2002 11.875 86,000.00 N
331-01 803103274 80.0 03/01/2002 12.500 80,000.00 Y
331-01 803103605 80.0 03/01/2002 12.500 56,000.00 Y
331-01 803104595 84.8 03/01/2002 11.000 185,000.00 Y
331-01 803105923 66.0 03/01/2002 10.375 80,500.00 Y
331-01 803108679 84.9 02/01/2002 12.250 51,900.00 Y
331-01 803108877 57.1 03/01/2002 10.875 140,000.00 Y
331-01 803109263 85.9 03/01/2002 11.250 52,000.00 Y
331-01 803109941 78.8 03/01/2002 10.000 90,000.00 Y
331-01 803111251 74.4 03/01/2002 10.500 145,000.00 Y
331-01 803111822 85.0 03/01/2002 11.375 54,000.00 Y
331-01 803112085 90.0 03/01/2002 10.750 95,000.00 Y
331-01 803112754 89.9 03/01/2003 10.500 73,900.00 Y
331-01 803112895 80.0 03/01/2003 12.250 118,000.00 Y
331-01 803115179 84.9 03/01/2002 12.250 83,000.00 Y
331-01 803117506 70.0 03/01/2002 11.250 95,000.00 Y
331-01 803118751 80.0 03/01/2003 13.000 121,000.00 Y
331-01 803118991 80.0 03/01/2002 10.750 64,000.00 Y
331-01 803120443 85.0 03/01/2002 11.250 136,000.00 Y
331-01 803122324 84.9 03/01/2002 11.750 85,000.00 Y
331-01 803122365 80.0 03/01/2002 11.250 50,000.00 Y
331-01 803122712 53.3 03/01/2002 9.750 45,000.00 Y
331-01 803122779 80.0 03/01/2003 12.250 69,000.00 Y
331-01 803124973 85.0 03/01/2002 11.875 89,000.00 Y
331-01 803125608 66.0 03/01/2002 9.000 53,000.00 Y
331-01 803125798 72.1 03/01/2002 8.875 136,500.00 Y
331-01 803126002 80.0 03/01/2002 12.375 55,000.00 Y
331-01 803127737 85.0 03/01/2002 12.125 106,000.00 Y
331-01 803128008 58.9 03/01/2002 9.750 280,000.00 Y
331-01 803128107 85.0 03/01/2002 11.375 56,000.00 Y
331-01 803128438 90.0 03/01/2003 10.125 162,000.00 Y
331-01 803130202 80.0 03/01/2002 9.875 166,500.00 Y
331-01 803131341 85.0 03/01/2002 10.625 140,000.00 Y
331-01 803132448 90.0 03/01/2002 10.750 165,000.00 Y
331-01 803132505 80.0 03/01/2002 12.250 60,000.00 Y
331-01 803133115 85.0 03/01/2002 12.125 310,000.00 Y
331-01 803134196 85.0 03/01/2003 11.250 119,000.00 Y
331-01 803134527 85.0 03/01/2002 12.000 50,000.00 Y
331-01 803134865 75.0 03/01/2003 10.375 284,000.00 Y
331-01 803136076 85.0 03/01/2002 12.250 160,000.00 Y
331-01 803136977 84.6 03/01/2002 9.250 590,000.00 Y
331-01 803137157 80.0 03/01/2003 12.250 136,000.00 Y
331-01 803138577 90.0 03/01/2002 10.750 325,000.00 Y
331-01 803138585 80.0 03/01/2002 13.000 85,000.00 Y
331-01 803141613 90.0 03/01/2002 11.125 83,000.00 Y
331-01 803142306 90.0 03/01/2002 10.625 221,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 17 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 803143445 ROBERTS OLIVER 424,150.00 1 4,322.09 424,150.00
331-01 803143585 KAWCZYNSKI KATHLEEN A 108,000.00 1 1,069.51 108,000.00
331-01 803144096 FRANCESCHI CARMEN 65,600.00 1 662.17 65,600.00
331-01 803144328 PARISEAU CORY P 64,000.00 1 714.23 63,971.38
331-01 803149202 PIKUS FRANK 58,400.00 1 578.33 58,400.00
331-01 803150622 SAGGERS SARAH 35,000.00 1 333.31 35,000.00
331-01 803151927 FOREMAN SUZANNE K 76,000.00 1 702.31 76,000.00
331-01 803153113 SZALAY MICHAEL A 80,000.00 1 807.53 80,000.00
331-01 803157817 HOLMES-SULTO SHIRLEY 170,100.00 3 1,587.85 170,100.00
331-01 803159193 KHORSHAD DANIEL 499,999.00 1 5,287.83 499,999.00
331-01 803159359 BACHLI WILLARD 119,000.00 1 1,044.31 119,000.00
331-01 803159490 MYER RICHARD VERNON JR 101,610.00 1 967.66 101,610.00
331-01 803165034 ATWELL CARLE G 76,000.00 1 825.89 76,000.00
331-01 803165935 VALOR JOAQUIN 150,000.00 1 1,274.98 150,000.00
331-01 803166206 MARTIN LYNDA J 38,250.00 1 393.44 38,250.00
331-01 803166529 TINEO MIGUEL A 202,500.00 4 1,947.61 202,500.00
331-01 803168871 WITHROW SHIRLEY A 86,250.00 1 829.54 86,250.00
331-01 803174127 HALL MARTHA ELIZABETH 272,944.00 1 2,573.56 272,944.00
331-01 803178789 JOBE STACEY 109,600.00 1 1,201.70 109,600.00
331-01 803180678 CHRISTIANI RANDOLPH 340,000.00 3 2,983.74 340,000.00
331-01 803186337 HINSON JOE L 127,500.00 1 1,373.13 127,500.00
331-01 803187129 LEKAJ ISMET 126,650.00 1 1,302.74 126,650.00
331-01 803204759 COPELAND CHARLES F 90,000.00 1 917.10 90,000.00
331-01 803206010 GAYNOR LAURENCE F 317,000.00 8 3,139.22 317,000.00
---------------------------------------------------- -----------------------------
252 Sale Total 24,710,454.00 239,408.38 24,699,677.54
331-02 801105461 PUGH EVELYN C 32,300.00 7 338.91 31,679.99
331-02 801195017 HARDING DENNIS L 56,000.00 7 538.60 55,733.42
331-02 801576711 COWARD LINDA B 57,800.00 7 517.95 57,495.04
331-02 801708140 GOLDSBERRY RICHARD E 25,600.00 1 260.86 25,527.95
331-02 802018655 CREECH BARBARA 76,500.00 7 757.57 76,500.00
331-02 802102079 LOUK JOSEPH L 60,000.00 1 482.77 59,833.68
331-02 802176966 GRINSTON CHERYL 55,250.00 1 627.41 55,250.00
331-02 802177717 NEFF LYNDA K 121,050.00 7 1,051.14 120,995.00
331-02 802196824 LESHER DAVID E 66,100.00 7 660.90 66,058.68
331-02 802199687 ANDERSEN KIMM C 157,500.00 1 1,514.80 157,164.45
331-02 802217141 ROGERS DONA C 85,000.00 7 730.28 84,798.48
331-02 802268854 BEALE MATTHEW J 75,000.00 1 742.72 74,927.40
331-02 802293548 MITCHELL RICKY E. 97,200.00 7 907.34 97,200.00
331-02 802322396 PITTMAN JAMES 55,250.00 3 578.96 55,173.71
331-02 802346791 WILLIAMS KURT W 115,600.00 7 1,079.10 115,600.00
331-02 802359778 MURRAY PATRICK K 103,500.00 1 898.74 103,357.77
331-02 802363630 MAGEE JEFFREY D 74,000.00 1 761.18 73,978.82
331-02 802368233 BULLOCK SHARRELL 91,200.00 7 859.92 91,064.49
331-02 802376244 SMALLS BARRY G 60,760.00 7 578.63 60,738.34
331-02 802381574 SCHWARTZ HARVEY ALAN 153,881.00 1 1,702.23 153,810.24
331-02 802411306 SEIDL KIMBERLY D 32,800.00 1 318.57 32,788.93
331-02 802416651 CASSETTA ANTHONY P 100,800.00 1 922.06 100,596.41
331-02 802430595 LUGO MARIA C 126,000.00 1 1,259.80 125,960.83
331-02 802443846 GAGNE LAURENT R 38,000.00 2 336.99 37,916.80
331-02 802446583 JACOBS JAMES 63,750.00 7 625.24 63,750.00
331-02 802451229 CRUMPLER BARBARA 69,000.00 7 723.05 68,981.32
331-02 802452466 MORRISON CATHERINE A 61,100.00 1 616.75 61,024.99
331-02 802477943 DUPUIS MARILYN 25,000.00 7 249.56 24,984.82
331-02 802480442 BILLES TONY 66,419.00 7 638.81 66,349.21
331-02 802500785 BENTON JAMES 57,531.00 7 553.32 57,490.90
331-02 802506782 GAINES ROSE M 53,600.00 1 577.25 53,573.20
331-02 802521633 ZARRELLA JOSEPH V 115,000.00 3 1,106.05 114,879.18
331-02 802524405 TAYLOR DANIEL H 60,750.00 1 572.81 60,705.28
331-02 802526145 RUSSELL WILLIAM C 102,600.00 3 928.95 102,515.86
331-02 802529958 ERICKSEN MATTHEW K 340,000.00 1 3,727.89 339,920.03
331-02 802530964 DORSEY TED E 80,000.00 7 900.62 79,965.23
331-02 802548073 SINGH ANUP 28,000.00 1 258.75 27,967.21
331-02 802555060 LESSIG RANDALL E 57,000.00 7 597.30 56,984.57
331-02 802556977 JONES WILSON ARLEATHIA 46,400.00 7 497.29 46,376.38
331-02 802564310 LLOYD FREDRICK R 62,650.00 7 644.43 62,632.07
331-02 802565945 PUGLIA MAUREEN L 242,010.00 1 2,304.72 241,923.71
331-02 802569582 THOMPSON DOUGLASS J 55,000.00 1 442.54 54,904.21
331-02 802584706 KENT JOHN 58,985.00 7 523.10 58,960.34
331-02 802591628 SIMPSON RUSSELL M 91,500.00 7 1,012.17 91,500.00
331-02 802592238 COYLE PHILIP 45,500.00 1 446.25 45,469.96
331-02 802592410 ROBLEJO CARMEN M 558,526.00 1 5,477.82 558,526.00
331-02 802595108 MARTIN VERNELL 84,780.00 7 791.41 84,748.08
331-02 802600916 SHOFFNER RODERICK A 74,800.00 7 733.61 74,775.43
331-02 802601815 BROWN JOHNNIE E 83,600.00 7 876.04 83,600.00
331-02 802602300 MENECHINI JOSE CARLOS 155,500.00 3 1,569.63 155,304.50
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-01 803143445 85.0 03/01/2003 11.875 499,000.00 Y
331-01 803143585 90.0 03/01/2003 11.500 120,000.00 Y
331-01 803144096 80.0 03/01/2002 11.750 82,000.00 Y
331-01 803144328 80.0 03/01/2002 13.125 80,000.00 Y
331-01 803149202 80.0 03/01/2002 11.500 73,000.00 Y
331-01 803150622 59.3 03/01/2002 11.000 59,000.00 Y
331-01 803151927 59.8 03/01/2002 10.625 127,000.00 Y
331-01 803153113 80.0 03/01/2002 11.750 100,000.00 Y
331-01 803157817 90.0 03/01/2003 10.750 189,000.00 Y
331-01 803159193 80.9 02/01/2002 12.375 618,000.00 Y
331-01 803159359 85.0 03/01/2002 10.000 140,000.00 Y
331-01 803159490 90.0 03/01/2002 11.000 112,900.00 Y
331-01 803165034 78.3 03/01/2003 12.750 97,000.00 Y
331-01 803165935 60.2 03/01/2002 9.625 249,000.00 Y
331-01 803166206 85.0 03/01/2003 12.000 45,000.00 Y
331-01 803166529 90.0 03/01/2002 11.125 225,000.00 Y
331-01 803168871 75.6 03/01/2003 11.125 114,000.00 Y
331-01 803174127 85.0 02/01/2002 10.875 321,111.00 Y
331-01 803178789 80.0 03/01/2002 12.875 137,000.00 Y
331-01 803180678 85.0 03/01/2002 10.000 400,000.00 Y
331-01 803186337 85.0 03/01/2002 12.625 150,000.00 Y
331-01 803187129 85.0 03/01/2002 12.000 149,000.00 Y
331-01 803204759 49.0 03/01/2002 11.875 183,500.00 Y
331-01 803206010 84.9 03/01/2002 11.500 373,000.00 Y
------------------- ------------------------
252 80.1 11.206 31,534,911.00
331-02 801105461 85.0 10/01/2000 11.250 38,000.00 Y
331-02 801195017 80.0 01/01/2001 11.125 70,000.00 Y
331-02 801576711 85.0 03/01/2001 10.250 68,000.00 Y
331-02 801708140 80.0 07/01/2001 11.875 32,000.00 Y
331-02 802018655 75.0 02/01/2003 11.500 102,000.00 Y
331-02 802102079 75.0 09/01/2001 9.000 80,000.00 Y
331-02 802176966 85.0 02/01/2002 13.375 65,000.00 Y
331-02 802177717 90.0 01/01/2002 9.875 134,500.00 Y
331-02 802196824 75.9 01/01/2002 11.625 87,000.00 Y
331-02 802199687 90.0 08/01/2001 11.125 175,000.00 Y
331-02 802217141 85.0 09/01/2001 9.750 100,000.00 Y
331-02 802268854 45.4 12/01/2001 11.500 165,000.00 Y
331-02 802293548 90.0 02/01/2002 10.750 108,000.00 Y
331-02 802322396 85.0 09/01/2001 12.250 65,000.00 N
331-02 802346791 85.0 02/01/2002 10.750 136,000.00 Y
331-02 802359778 90.0 11/01/2001 9.875 115,000.00 Y
331-02 802363630 75.8 01/01/2002 12.000 97,500.00 Y
331-02 802368233 80.0 10/01/2001 10.875 114,000.00 Y
331-02 802376244 72.3 01/01/2003 11.000 84,000.00 Y
331-02 802381574 80.9 01/01/2002 13.000 190,000.00 Y
331-02 802411306 80.0 02/01/2002 11.250 41,000.00 Y
331-02 802416651 90.0 09/01/2001 10.500 112,000.00 Y
331-02 802430595 90.0 01/01/2002 11.625 140,000.00 Y
331-02 802443846 65.5 10/01/2001 10.125 58,000.00 Y
331-02 802446583 85.0 02/01/2002 11.375 75,000.00 Y
331-02 802451229 79.7 01/01/2002 12.250 86,500.00 Y
331-02 802452466 65.0 10/01/2001 11.750 94,000.00 Y
331-02 802477943 62.6 01/01/2002 11.250 39,900.00 Y
331-02 802480442 84.5 12/01/2002 11.125 78,600.00 Y
331-02 802500785 84.9 01/01/2002 11.125 67,684.00 Y
331-02 802506782 80.0 02/01/2002 12.625 67,000.00 Y
331-02 802521633 76.6 12/01/2001 11.125 150,000.00 N
331-02 802524405 90.0 12/01/2002 10.875 67,500.00 Y
331-02 802526145 90.0 12/01/2001 10.375 114,000.00 Y
331-02 802529958 85.0 01/01/2002 12.875 400,000.00 Y
331-02 802530964 80.0 01/01/2002 13.250 100,000.00 Y
331-02 802548073 80.0 12/01/2001 10.625 35,000.00 N
331-02 802555060 75.0 01/01/2003 12.250 76,000.00 Y
331-02 802556977 80.0 01/01/2002 12.250 58,000.00 Y
331-02 802564310 70.0 01/01/2002 12.000 89,500.00 Y
331-02 802565945 90.0 02/01/2002 11.000 268,900.00 Y
331-02 802569582 66.2 12/01/2001 9.000 83,000.00 Y
331-02 802584706 71.9 01/01/2002 10.125 82,000.00 Y
331-02 802591628 75.0 02/01/2002 13.000 122,000.00 Y
331-02 802592238 70.0 12/01/2001 11.375 65,000.00 Y
331-02 802592410 75.9 02/01/2002 11.375 735,000.00 Y
331-02 802595108 89.9 02/01/2002 10.750 94,300.00 Y
331-02 802600916 85.0 02/01/2002 11.375 88,000.00 Y
331-02 802601815 80.0 02/01/2002 12.250 104,500.00 Y
331-02 802602300 80.9 01/01/2002 11.750 192,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 18 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802605790 HICKERNELL LARRY J 64,900.00 1 618.06 64,853.50
331-02 802606301 JONES DEWAYNE ALLEN 37,125.00 6 411.74 37,107.71
331-02 802607275 PARSONS DANNY 57,800.00 1 594.54 57,766.75
331-02 802609818 NATZKE DONALD 116,000.00 1 1,159.81 116,000.00
331-02 802610105 LANGAN JANET 46,150.00 3 488.07 46,112.24
331-02 802611707 SCOTT MADELYN 193,477.00 5 2,027.44 193,477.00
331-02 802612994 ROANE BURNETT 32,250.00 1 307.12 32,226.91
331-02 802617928 WILLIAMS ROBERT M JR 124,200.00 1 1,089.94 124,089.66
331-02 802622720 LAWSON STEVEN H 75,150.00 1 652.56 75,150.00
331-02 802624130 RAYMOND ETANE 51,000.00 1 378.67 50,966.64
331-02 802628065 FAIR VANESSA 120,600.00 1 1,103.18 120,454.95
331-02 802632224 REAM ANGELA 24,750.00 1 249.83 24,742.51
331-02 802633891 WILLIAMS JOE F 51,085.00 1 491.33 51,085.00
331-02 802635441 LIPPERT MICHAEL D 105,750.00 1 1,180.15 105,658.16
331-02 802639500 HUSAK ROBERT 106,000.00 7 989.49 105,960.09
331-02 802642868 RODGERS JANET G 122,965.00 1 1,217.71 122,886.03
331-02 802649020 KOGER TED L JR 73,440.00 7 658.10 73,440.00
331-02 802663195 MCCRAY VIOLETTA 42,519.00 1 478.68 42,501.27
331-02 802663807 CROUCH RANDALL C 60,318.00 7 540.51 60,292.71
331-02 802665653 DODD KENNETH 63,750.00 7 637.40 63,710.17
331-02 802665679 GILLER MARTIN 20,800.00 3 184.46 20,791.04
331-02 802670349 BARLOW MARCIE L 81,690.00 1 863.93 81,646.79
331-02 802673160 WASHAM MARY H 79,200.00 3 754.25 78,206.19
331-02 802673467 SIMPSON JAMES A 57,600.00 1 553.99 57,559.83
331-02 802674143 RUSSELL PRESTON 100,800.00 7 792.99 100,683.60
331-02 802674556 HAIM BETHANY 106,000.00 3 1,100.54 106,000.00
331-02 802674655 MCELROY-SLAC SUSAN M 75,600.00 7 748.66 75,526.82
331-02 802679837 SCHAFER ROBERT ALLEN 85,500.00 7 718.93 85,457.95
331-02 802681833 MORRIS CYNTHIA T.H. 53,889.00 7 554.31 53,858.01
331-02 802682492 GRAVES DELORES A 52,800.00 1 553.29 52,800.00
331-02 802683078 WYNNE WILSON WENDY 87,000.00 1 739.49 86,958.32
331-02 802683383 LAURENCEL JEFF 133,600.00 1 1,517.14 133,600.00
331-02 802683813 SIMS CARMEN A 79,900.00 1 860.50 79,880.11
331-02 802687616 RICH JASON E 112,500.00 1 1,071.36 112,337.34
331-02 802688234 GIBSON JAMES E 72,540.00 7 704.55 72,515.51
331-02 802688259 SPICER INEZ C 55,125.00 7 572.33 55,125.00
331-02 802689703 TINSLEY WILBUR DAVID 76,500.00 7 706.93 76,500.00
331-02 802694554 STROUD GREGORY S 55,800.00 7 489.68 55,800.00
331-02 802696658 RUNCO JOHN A 57,500.00 1 442.13 57,388.82
331-02 802697409 SIMON THERESE E 50,600.00 1 453.43 50,340.60
331-02 802700559 LOVE MICHAEL A 33,300.00 1 329.77 33,278.60
331-02 802700922 HOLMES JEROME 71,500.00 7 660.73 71,444.44
331-02 802701177 SERGEANT HARRAL J 25,500.00 1 269.68 25,486.51
331-02 802701763 HOLLAND MILTON R 81,000.00 1 725.84 81,000.00
331-02 802702456 PRICE DEWEY 56,250.00 7 600.33 56,250.00
331-02 802702670 PINA DONNA 89,100.00 3 848.52 89,003.81
331-02 802702720 MCFADDEN LARRY E. 69,375.00 7 654.13 69,375.00
331-02 802703231 SHIOSAKY MARIO O 75,000.00 1 672.08 74,614.89
331-02 802703728 LAUCHNOR RUSSELL P 41,225.00 1 408.25 41,198.52
331-02 802708883 ALVIAR RHONDA S. 87,000.00 1 771.54 87,000.00
331-02 802711580 JACKSON ANDRIS L 50,150.00 1 525.52 50,150.00
331-02 802712216 CARTWRIGHT JOSEPH R 46,400.00 1 450.67 46,384.34
331-02 802713354 TUTOR RICHARD 88,200.00 7 823.33 88,200.00
331-02 802714550 GATLING JOYCE A 90,000.00 3 857.09 89,902.85
331-02 802716050 WHITE DEBORAH 60,800.00 7 637.12 60,800.00
331-02 802717371 ROBINSON PAUL E 71,000.00 1 764.65 70,964.47
331-02 802717447 ALVAREZ ANGELINA 130,500.00 1 1,317.28 130,460.53
331-02 802717835 HARGROVE CAROLYN 46,400.00 7 532.07 46,380.26
331-02 802718379 BENEDICT DARRYL 29,167.00 1 283.29 29,157.15
331-02 802718387 MORGANO RAYMOND M 131,750.00 7 1,060.09 131,678.04
331-02 802719781 TITUS NADINE 180,000.00 1 1,680.27 179,932.23
331-02 802721571 RIVERA BRENDA L 44,800.00 4 482.49 44,777.58
331-02 802723957 GRAHAM NEOMIA 61,200.00 7 577.05 61,177.58
331-02 802724534 DREWS EDWIN R 55,250.00 1 536.62 55,250.00
331-02 802725523 ETHERIDGE RONALD L 115,200.00 1 1,086.21 115,157.79
331-02 802726828 CHOVANEC JEFFERY L 71,500.00 1 714.89 71,477.77
331-02 802727644 BURKS RUTHIE MAE 34,850.00 1 365.19 34,850.00
331-02 802729285 MCCONNELL LILA 58,500.00 6 635.72 58,471.53
331-02 802729939 HARRISON WALTER 97,600.00 1 829.59 97,600.00
331-02 802730143 FLANNERY ERIN M 44,284.00 1 425.92 44,253.12
331-02 802730507 ENGEL LINDA J 61,200.00 1 531.43 61,200.00
331-02 802739631 ROXBY JESS 38,000.00 1 333.48 37,966.24
331-02 802743641 MABLEY ROD W 132,000.00 7 945.66 131,813.08
331-02 802744482 CARTER LINWOOD M 53,500.00 1 524.71 53,482.43
331-02 802744672 GILL LAWRENCE 92,000.00 7 765.21 91,906.72
331-02 802748095 AMMONS JEFFERY E 55,250.00 7 531.38 55,230.83
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802605790 85.9 12/01/2001 11.000 75,500.00 Y
331-02 802606301 75.0 02/01/2002 12.750 49,500.00 Y
331-02 802607275 85.0 02/01/2002 12.000 68,000.00 Y
331-02 802609818 80.0 02/01/2002 11.625 145,000.00 Y
331-02 802610105 65.0 12/01/2002 12.375 71,000.00 Y
331-02 802611707 85.9 02/01/2002 12.250 225,000.00 Y
331-02 802612994 75.0 12/01/2001 11.000 43,000.00 N
331-02 802617928 90.0 12/01/2001 10.000 138,000.00 Y
331-02 802622720 90.0 02/01/2003 9.875 83,500.00 Y
331-02 802624130 85.0 02/01/2003 8.125 60,000.00 Y
331-02 802628065 90.0 11/01/2001 10.500 134,000.00 Y
331-02 802632224 90.0 02/01/2003 11.750 27,500.00 Y
331-02 802633891 85.0 02/01/2002 11.125 60,100.00 Y
331-02 802635441 75.0 11/01/2001 13.125 141,000.00 Y
331-02 802639500 89.8 01/01/2002 10.750 118,000.00 Y
331-02 802642868 85.9 12/01/2001 11.500 143,000.00 Y
331-02 802649020 80.0 02/01/2002 10.250 91,800.00 Y
331-02 802663195 80.9 12/01/2001 13.250 52,500.00 Y
331-02 802663807 90.0 02/01/2003 10.250 67,020.00 Y
331-02 802665653 85.0 12/01/2001 11.625 75,000.00 Y
331-02 802665679 80.0 01/01/2002 10.125 26,000.00 N
331-02 802670349 85.9 12/01/2001 12.375 95,000.00 Y
331-02 802673160 90.0 11/01/2001 11.000 88,000.00 Y
331-02 802673467 90.0 12/01/2002 11.125 64,000.00 Y
331-02 802674143 90.0 12/01/2001 8.750 112,000.00 Y
331-02 802674556 68.3 02/01/2003 12.125 155,000.00 Y
331-02 802674655 90.0 11/01/2001 11.500 84,000.00 Y
331-02 802679837 85.9 02/01/2002 9.500 99,500.00 Y
331-02 802681833 75.9 02/01/2002 12.000 71,000.00 Y
331-02 802682492 80.0 02/01/2003 12.250 66,000.00 Y
331-02 802683078 62.5 02/01/2002 9.625 139,000.00 Y
331-02 802683383 80.0 02/01/2002 13.375 167,000.00 Y
331-02 802683813 85.0 01/01/2002 12.625 94,000.00 Y
331-02 802687616 90.0 11/01/2001 11.000 125,000.00 Y
331-02 802688234 90.0 02/01/2002 11.250 80,600.00 Y
331-02 802688259 75.0 02/01/2002 12.125 73,500.00 Y
331-02 802689703 90.0 02/01/2003 10.625 85,000.00 Y
331-02 802694554 90.0 02/01/2002 10.000 62,000.00 Y
331-02 802696658 76.6 12/01/2001 8.500 75,000.00 Y
331-02 802697409 80.9 12/01/2002 10.250 62,500.00 Y
331-02 802700559 90.0 12/01/2001 11.500 37,000.00 Y
331-02 802700922 84.6 01/01/2002 10.625 84,500.00 Y
331-02 802701177 85.0 12/01/2001 12.375 30,000.00 Y
331-02 802701763 90.0 02/01/2003 10.250 90,000.00 Y
331-02 802702456 75.0 03/01/2002 12.500 75,000.00 Y
331-02 802702670 90.0 12/01/2001 11.000 99,000.00 Y
331-02 802702720 75.0 03/01/2002 10.875 92,500.00 Y
331-02 802703231 66.9 12/01/2001 10.250 112,000.00 Y
331-02 802703728 85.0 12/01/2001 11.500 48,500.00 Y
331-02 802708883 72.8 03/01/2002 10.125 119,500.00 Y
331-02 802711580 85.0 02/01/2002 12.250 59,000.00 Y
331-02 802712216 80.0 02/01/2002 11.250 58,000.00 Y
331-02 802713354 90.0 02/01/2002 10.750 98,000.00 Y
331-02 802714550 90.0 11/01/2001 11.000 100,000.00 Y
331-02 802716050 80.0 02/01/2002 12.250 76,000.00 Y
331-02 802717371 85.6 12/01/2002 12.625 82,900.00 Y
331-02 802717447 90.0 02/01/2002 11.750 145,000.00 Y
331-02 802717835 80.0 01/01/2002 13.250 58,000.00 Y
331-02 802718379 85.9 01/01/2002 11.250 33,920.00 Y
331-02 802718387 85.0 01/01/2003 9.000 155,000.00 Y
331-02 802719781 90.0 01/01/2002 10.750 200,000.00 Y
331-02 802721571 80.0 01/01/2002 12.625 56,000.00 Y
331-02 802723957 80.0 02/01/2002 10.875 76,500.00 Y
331-02 802724534 85.0 02/01/2002 11.250 65,000.00 Y
331-02 802725523 90.0 01/01/2002 10.875 128,000.00 Y
331-02 802726828 65.0 02/01/2002 11.625 110,000.00 Y
331-02 802727644 85.0 02/01/2002 12.250 41,000.00 Y
331-02 802729285 75.0 01/01/2002 12.750 78,000.00 Y
331-02 802729939 80.0 02/01/2003 9.625 122,000.00 Y
331-02 802730143 85.9 01/01/2002 11.125 51,500.00 Y
331-02 802730507 90.0 02/01/2002 9.875 68,000.00 Y
331-02 802739631 55.8 01/01/2002 10.000 68,000.00 Y
331-02 802743641 80.0 12/01/2001 7.750 165,000.00 Y
331-02 802744482 78.9 02/01/2003 11.375 67,750.00 Y
331-02 802744672 80.0 02/01/2002 9.375 115,000.00 Y
331-02 802748095 85.0 01/01/2002 11.125 65,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 19 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802751388 LYONS HEATHER 104,000.00 1 1,232.27 103,981.06
331-02 802752451 CARTWRIGHT SANDRA K 61,750.00 1 599.75 61,750.00
331-02 802752741 MARTIN ROBERT L 51,300.00 7 469.26 51,259.06
331-02 802754036 WATTS JEANNE A. BLUME 68,000.00 7 641.17 68,000.00
331-02 802755389 BATTLE NED 63,700.00 1 679.84 63,667.23
331-02 802755546 GLOSSON MIRACLE 73,800.00 1 695.86 73,772.95
331-02 802756973 CARTER BERTHA 63,700.00 1 559.01 63,671.82
331-02 802757773 GALLEGOS MANUEL A 75,330.00 7 717.38 75,330.00
331-02 802758177 VERBURGT DAVID 157,500.00 1 1,514.80 157,500.00
331-02 802759217 COLE TERRIANCE 76,800.00 7 804.78 76,800.00
331-02 802759936 CZAPLICKI ANDREW 47,200.00 7 523.47 47,178.03
331-02 802760124 TIMM ROBERT W 140,000.00 1 1,562.37 139,968.88
331-02 802761304 HINKLE MELVIN ERNEST 36,000.00 1 270.46 36,000.00
331-02 802761338 SETTLE RONALD L 94,945.00 7 895.23 94,945.00
331-02 802763771 EMLET TERRY L 58,650.00 7 541.98 58,627.32
331-02 802764225 JENKINS ZULEKYA 80,750.00 4 769.00 80,750.00
331-02 802764613 HENRY HOWARD H 70,950.00 7 642.39 70,921.03
331-02 802765487 PROCTOR ROBERT D 69,000.00 7 696.49 68,979.14
331-02 802768614 WHITE KEVIN T 51,025.00 1 495.59 51,025.00
331-02 802768754 ROBINSON GARY LEE 68,000.00 7 609.35 67,942.72
331-02 802770198 YOUNG MARY 52,000.00 2 480.53 51,979.89
331-02 802770297 HALES ROGER D 58,875.00 7 662.80 58,862.28
331-02 802771857 BROWN-CLARK GLADYS 139,300.00 1 1,339.76 139,300.00
331-02 802772285 WILKERSON DALE R 80,000.00 1 658.14 80,000.00
331-02 802775817 RAUCHWARTER BRIAN 32,625.00 1 338.73 32,615.92
331-02 802776815 LOPEZ DAVID P 64,426.00 7 656.50 64,383.55
331-02 802778290 JOHNSON LINWOOD 72,800.00 7 645.61 72,800.00
331-02 802778951 CANDEBAT GREGORY P 36,800.00 5 329.77 36,800.00
331-02 802779116 KIECK JOHN E 121,500.00 1 1,203.20 121,421.97
331-02 802779223 ROBINSON MITZI 69,700.00 7 598.83 69,667.48
331-02 802779678 REEVERS DONNIELLE O. 65,450.00 1 685.85 65,432.29
331-02 802780569 MARSH PHILLIP M 70,800.00 7 741.91 70,780.84
331-02 802781864 BATES THOMAS LA TARRA 27,000.00 1 259.68 26,990.63
331-02 802782755 GREKAS BETTY J 60,000.00 2 537.66 59,974.84
331-02 802782904 VALENTINE SEBERINA A 73,100.00 7 696.15 72,050.00
331-02 802783589 CLARK WENDY A 69,200.00 7 685.28 69,200.00
331-02 802783720 REID DAVID A 210,000.00 3 1,881.81 210,000.00
331-02 802785360 HODGE CHARLES EDWARD 69,275.00 7 640.17 69,275.00
331-02 802785469 FELTON ROGER CARL 66,950.00 7 701.57 66,931.88
331-02 802786038 DONAHUE JOSEPH G 144,000.00 1 1,439.77 143,910.03
331-02 802789222 STEVENSON MARQUETTE M 45,050.00 1 476.44 45,026.16
331-02 802790667 FRIDAY CYNTHIA L 60,000.00 1 652.02 60,000.00
331-02 802791046 WINTERSTEEN VICTORIA L 85,000.00 2 785.48 85,000.00
331-02 802792531 SPINDLER CATHERINE 41,400.00 1 378.70 41,383.55
331-02 802792739 JEUDY YVES J 223,975.00 3 2,390.39 223,859.77
331-02 802792952 CALLAHAN DASHAUN 36,000.00 1 312.61 36,000.00
331-02 802794040 MORRIS ROYCE L 56,700.00 1 497.58 56,675.50
331-02 802795922 LASSITER ALDRIDGE B IV 82,400.00 7 800.32 82,372.18
331-02 802797324 GARRETT BOBBIE 29,100.00 1 279.88 29,100.00
331-02 802798405 MUTTART WAYNE R 64,500.00 1 638.74 64,458.57
331-02 802799429 WHITE KIMBERLY 68,000.00 7 628.39 67,947.15
331-02 802799577 JACKSON THEOPHLIUS 99,000.00 1 970.96 99,000.00
331-02 802800144 MAZZOLA DARREN J 58,400.00 1 680.43 58,400.00
331-02 802801084 ROBERTS DANIEL 40,000.00 1 388.50 39,986.50
331-02 802802082 LOVETT JOSEPH 23,450.00 6 263.99 23,450.00
331-02 802806018 GOMEZ DANILO A 52,800.00 1 468.24 52,800.00
331-02 802806539 FERRELL CHERYL 54,263.00 7 426.89 54,200.33
331-02 802807578 STARK FRANK 77,000.00 1 661.55 77,000.00
331-02 802807727 NELSON JACKS GERALDINE 54,750.00 7 573.72 54,735.19
331-02 802808014 GREENE WALTER JR 212,500.00 1 2,124.66 212,433.93
331-02 802808816 HUGULEY JAMES W JR 62,100.00 1 550.72 61,549.28
331-02 802808857 BRANDT GARY JUDE 819,000.00 1 7,799.53 818,707.97
331-02 802810226 NOBILING DEBORAH L 364,560.00 1 3,403.10 364,422.75
331-02 802811653 BLAINE JULIA A 120,700.00 1 1,311.64 120,641.29
331-02 802812073 COLLINS CHRISTOPHE 97,650.00 1 893.24 97,611.20
331-02 802812115 CAMPBELL JACQUELINE 36,000.00 1 339.45 35,973.48
331-02 802813378 HOLLAND LINDA B 51,000.00 7 524.60 50,970.65
331-02 802814459 SLATER WILLIAM P 52,700.00 1 552.24 52,671.33
331-02 802814525 CRAWFORD MARY 70,550.00 1 698.65 70,550.00
331-02 802814640 WHITE JOSEPH 78,758.00 7 794.99 78,710.13
331-02 802816504 CANNON DANIEL 80,550.00 4 851.87 80,550.00
331-02 802817452 ROZAK HEIDI E 144,000.00 1 1,317.22 144,000.00
331-02 802819540 THOMSON SCOT 54,400.00 7 591.16 53,795.68
331-02 802819565 TULINO MARIO L 93,100.00 1 877.83 93,100.00
331-02 802823419 ARMSTRONG BARBARA 99,000.00 1 942.80 99,000.00
331-02 802824565 BURKE DAVID J 92,650.00 1 944.10 92,595.23
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802751388 80.0 02/01/2002 14.000 130,000.00 Y
331-02 802752451 65.0 02/01/2002 11.250 95,000.00 Y
331-02 802752741 90.0 01/01/2002 10.500 57,000.00 Y
331-02 802754036 80.0 02/01/2002 10.875 85,000.00 Y
331-02 802755389 84.9 01/01/2002 12.500 75,000.00 Y
331-02 802755546 90.0 01/01/2002 10.875 82,000.00 Y
331-02 802756973 84.9 02/01/2002 10.000 75,000.00 Y
331-02 802757773 90.0 02/01/2002 11.000 83,700.00 Y
331-02 802758177 90.0 02/01/2002 11.125 175,000.00 Y
331-02 802759217 80.0 02/01/2002 12.250 96,000.00 Y
331-02 802759936 80.0 01/01/2003 12.750 59,000.00 Y
331-02 802760124 80.0 01/01/2002 13.125 175,000.00 Y
331-02 802761304 79.1 02/01/2002 8.250 45,500.00 Y
331-02 802761338 85.0 02/01/2002 10.875 111,700.00 Y
331-02 802763771 85.0 01/01/2002 10.625 69,000.00 Y
331-02 802764225 85.0 02/01/2002 11.000 95,000.00 Y
331-02 802764613 79.9 01/01/2002 10.375 88,700.00 Y
331-02 802765487 75.0 02/01/2002 11.750 92,000.00 Y
331-02 802768614 65.0 02/01/2002 11.250 78,500.00 Y
331-02 802768754 85.0 01/01/2002 10.250 80,000.00 Y
331-02 802770198 77.0 02/01/2002 10.625 67,500.00 Y
331-02 802770297 75.0 02/01/2002 13.250 78,500.00 Y
331-02 802771857 84.9 02/01/2002 11.125 163,900.00 Y
331-02 802772285 78.4 02/01/2002 9.250 102,000.00 Y
331-02 802775817 75.0 02/01/2002 12.125 43,500.00 Y
331-02 802776815 89.9 01/01/2002 11.875 71,585.00 Y
331-02 802778290 80.0 02/01/2002 10.125 91,000.00 Y
331-02 802778951 80.0 03/01/2002 10.250 46,000.00 N
331-02 802779116 90.0 12/01/2001 11.500 135,000.00 Y
331-02 802779223 85.0 02/01/2003 9.750 82,000.00 Y
331-02 802779678 85.0 02/01/2002 12.250 77,000.00 Y
331-02 802780569 80.0 02/01/2002 12.250 88,500.00 Y
331-02 802781864 57.4 01/01/2003 11.125 47,000.00 Y
331-02 802782755 33.3 01/01/2003 10.250 180,000.00 Y
331-02 802782904 85.0 02/01/2002 11.000 86,000.00 Y
331-02 802783589 65.2 02/01/2002 11.500 106,000.00 Y
331-02 802783720 61.7 03/01/2002 10.250 340,000.00 Y
331-02 802785360 85.0 02/01/2002 10.625 81,500.00 Y
331-02 802785469 74.1 02/01/2002 12.250 90,300.00 Y
331-02 802786038 80.0 12/01/2001 11.625 180,000.00 Y
331-02 802789222 85.0 12/01/2001 12.375 53,000.00 Y
331-02 802790667 69.3 02/01/2002 12.750 86,500.00 Y
331-02 802791046 78.7 03/01/2002 10.625 108,000.00 Y
331-02 802792531 90.0 02/01/2002 10.500 46,000.00 Y
331-02 802792739 85.0 01/01/2002 12.500 263,500.00 Y
331-02 802792952 80.0 02/01/2002 9.875 45,000.00 Y
331-02 802794040 90.0 01/01/2002 10.000 63,000.00 Y
331-02 802795922 78.4 01/01/2002 11.250 105,000.00 Y
331-02 802797324 54.9 03/01/2002 11.125 53,000.00 Y
331-02 802798405 76.7 02/01/2002 11.500 84,000.00 Y
331-02 802799429 85.0 02/01/2003 10.625 80,000.00 Y
331-02 802799577 90.0 02/01/2002 11.375 110,000.00 Y
331-02 802800144 80.0 02/01/2002 13.750 73,000.00 Y
331-02 802801084 72.7 03/01/2002 11.250 55,000.00 Y
331-02 802802082 70.0 02/01/2003 13.250 33,500.00 Y
331-02 802806018 80.0 03/01/2002 10.125 66,000.00 Y
331-02 802806539 80.9 01/01/2002 8.750 67,000.00 Y
331-02 802807578 73.3 03/01/2003 9.750 105,000.00 Y
331-02 802807727 75.0 01/01/2002 12.250 73,000.00 Y
331-02 802808014 85.0 01/01/2002 11.625 250,000.00 Y
331-02 802808816 90.0 02/01/2002 10.125 69,000.00 Y
331-02 802808857 90.0 01/01/2002 11.000 910,000.00 Y
331-02 802810226 75.9 01/01/2002 10.750 480,000.00 Y
331-02 802811653 85.0 12/01/2001 12.750 142,000.00 Y
331-02 802812073 90.0 02/01/2002 10.500 108,500.00 Y
331-02 802812115 58.0 01/01/2002 10.875 62,000.00 Y
331-02 802813378 85.0 12/01/2001 12.000 60,000.00 Y
331-02 802814459 85.0 02/01/2002 12.250 62,000.00 Y
331-02 802814525 85.0 02/01/2002 11.500 83,000.00 Y
331-02 802814640 84.9 01/01/2003 11.750 92,757.00 Y
331-02 802816504 90.0 02/01/2002 12.375 89,500.00 Y
331-02 802817452 90.0 02/01/2002 10.500 160,000.00 Y
331-02 802819540 78.1 01/01/2003 12.750 69,617.00 Y
331-02 802819565 70.0 02/01/2002 10.875 133,000.00 Y
331-02 802823419 90.0 02/01/2003 11.000 110,000.00 Y
331-02 802824565 85.0 01/01/2003 11.875 109,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 20 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802824631 SIX DANNY RAY 46,500.00 7 523.48 46,489.96
331-02 802824862 JOHNSON WILLIAM 33,600.00 1 319.98 33,600.00
331-02 802825125 GARCIA GUILLERMO 263,500.00 1 2,735.77 263,500.00
331-02 802827543 KRUPSKI EDWARD E 102,500.00 1 880.63 102,355.37
331-02 802828194 AMOO JANET B 42,500.00 1 453.58 42,489.13
331-02 802830935 ORTIZ JULIA 88,000.00 1 982.06 87,980.44
331-02 802831214 PIKEN GENE L 312,000.00 1 3,239.32 311,913.18
331-02 802832063 WONDERS PAUL D 108,000.00 7 957.77 108,000.00
331-02 802833319 PETERSON SALLY 45,100.00 1 503.31 45,100.00
331-02 802833871 PETERSON CHRISTINE A 110,500.00 1 1,168.62 110,470.91
331-02 802834069 DAILEY JOSEPH J JR 110,500.00 1 1,104.82 110,430.96
331-02 802834374 DILLON PARHA RUBIE D 168,000.00 3 1,366.90 168,000.00
331-02 802834580 THORNTON SHELTON H 78,000.00 7 742.81 78,000.00
331-02 802835140 WARREN-MUMFO DEBORAH 66,300.00 1 637.66 66,300.00
331-02 802836437 BURT JOSEPH W 79,203.00 7 637.29 79,159.73
331-02 802837674 BROWNLEE EARNEST LEE 52,700.00 7 477.15 52,700.00
331-02 802840009 HEILMANN BRIAN W 136,000.00 1 1,477.90 135,933.85
331-02 802840298 KRZYKWA RICHARD JR 72,000.00 1 803.50 71,984.00
331-02 802840371 KREUL MARK J 90,000.00 1 823.27 89,964.23
331-02 802841759 JENKINS FRANKLIN L 54,000.00 4 576.32 54,000.00
331-02 802842179 MCCLUNEY WILLIE 60,000.00 1 634.54 60,000.00
331-02 802842898 MCCARTY DAWN R 68,800.00 1 681.32 68,778.01
331-02 802844456 GIBSON JAMES M 72,000.00 7 658.61 71,971.39
331-02 802844571 CACIOPPO CHARLES 17,000.00 1 163.50 16,994.10
331-02 802844753 THOMPSON JULIE 67,500.00 1 655.61 67,477.20
331-02 802844811 JAMES ROBERTA 165,000.00 3 1,776.99 165,000.00
331-02 802845404 WILLIAMS CASSANDRA 58,500.00 1 513.38 58,500.00
331-02 802846527 YEAGY LENETTA M 49,600.00 2 439.86 49,600.00
331-02 802848572 LAWSON ANGELIA 60,350.00 7 620.77 60,332.73
331-02 802848861 BOKOR ALI 192,000.00 1 1,864.82 192,000.00
331-02 802850941 BLANKENSHIP MARK 39,000.00 7 364.75 39,000.00
331-02 802851758 DAWES GLORIS RAQUEL 259,000.00 3 2,515.57 259,000.00
331-02 802855387 HOLMAN NORMAN 49,500.00 1 537.92 49,475.91
331-02 802856005 MARTINEZ GEORGE MARIO 50,000.00 1 443.41 49,956.75
331-02 802856187 OKENE OVUNDAH E 414,470.00 1 3,869.00 414,470.00
331-02 802857664 DRISKELL SABRINA 20,480.00 3 202.81 20,480.00
331-02 802859223 MINKS WAYNE O 125,375.00 7 1,158.59 125,277.57
331-02 802860262 SMITH RALPH J JR 56,000.00 1 565.27 56,000.00
331-02 802860445 ARMSTRONG DONALD A. 96,900.00 1 859.33 96,900.00
331-02 802860544 ROBINSON ELENE 68,600.00 1 679.34 68,600.00
331-02 802861542 HELEEJI HAMEED 53,200.00 1 526.84 53,182.99
331-02 802862292 JOHNSON ANDREW M 61,600.00 5 552.00 61,600.00
331-02 802863381 CADOSE JOSEPH JR 94,410.00 5 828.52 94,368.23
331-02 802864538 RICHARDSON MELINDA 54,263.00 7 481.22 54,263.00
331-02 802865758 WANNER CLARK 113,400.00 1 1,122.99 113,363.76
331-02 802866004 ETTER MARILYN 45,145.00 1 387.87 45,102.69
331-02 802866152 PEDROZA BERONICA 34,300.00 1 346.23 34,289.62
331-02 802866962 JEWELL JENNIFER 38,200.00 7 347.12 38,200.00
331-02 802867010 BABER ANNA 22,000.00 1 245.52 21,995.11
331-02 802867176 BLAYLOCK DONALD A. 83,700.00 1 781.32 83,700.00
331-02 802868042 KENNEDY GIOVONNIA 65,603.00 7 649.66 65,582.04
331-02 802868885 HURLEY KELLY SR 84,000.00 1 864.03 83,951.70
331-02 802869917 ROGERS HELEN DENISE 112,837.00 1 1,182.41 112,837.00
331-02 802870048 MANGUI JORGE 60,000.00 1 577.07 59,979.18
331-02 802870428 TAYLOR RAYMOND II 58,500.00 1 579.32 58,500.00
331-02 802870857 JONES DANIEL W JR 73,478.00 1 692.82 73,451.07
331-02 802871418 HARTMAN CINDY L 44,850.00 1 435.61 44,834.86
331-02 802874206 MUTHANA NAJIB 58,650.00 1 608.93 58,633.68
331-02 802875476 PEMBROOK ADAM 32,900.00 1 313.31 32,900.00
331-02 802876375 RIERSON LARRY 108,800.00 1 1,140.11 108,800.00
331-02 802876656 AMORGINOS JOHN T 55,250.00 1 479.76 55,224.90
331-02 802876698 KIMM JAMES M 52,700.00 1 531.96 52,700.00
331-02 802877241 HUSTON CHARLEY O 114,750.00 7 1,081.97 114,665.52
331-02 802879122 APPLEBY LARRY 82,500.00 7 754.66 81,745.34
331-02 802879270 SAMPLEY HARRY R 90,100.00 1 790.69 90,100.00
331-02 802879296 LITTLE VERONICA A 61,760.00 7 547.70 61,760.00
331-02 802881169 HOPKINS DIANE 89,250.00 1 841.53 89,217.30
331-02 802881268 PARSONS JERRY 63,700.00 7 624.75 63,048.40
331-02 802881466 BROOKINS TAMMY 96,050.00 3 1,015.79 96,050.00
331-02 802881722 MULLEN THOMAS 103,000.00 1 1,059.47 102,970.53
331-02 802882019 PENNINGTON WILLIS J 66,500.00 1 620.76 66,474.97
331-02 802882530 LEMON ROBERT 13,600.00 1 147.79 13,593.39
331-02 802884874 DOMENECH DELILAH 52,500.00 2 570.51 52,487.30
331-02 802885483 MORGAN MARK K 64,000.00 7 658.31 63,981.69
331-02 802885764 HARRIS JENNIFER 79,900.00 1 860.50 79,880.11
331-02 802886002 HARE DIANE L 99,000.00 1 980.39 99,000.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802824631 75.0 02/01/2002 13.250 62,000.00 Y
331-02 802824862 80.0 02/01/2003 11.000 42,000.00 Y
331-02 802825125 85.0 02/01/2002 12.125 310,000.00 Y
331-02 802827543 80.7 12/01/2001 9.750 127,000.00 Y
331-02 802828194 85.0 02/01/2003 12.500 50,000.00 Y
331-02 802830935 80.0 01/01/2002 13.125 110,000.00 Y
331-02 802831214 80.0 02/01/2002 12.125 390,000.00 Y
331-02 802832063 90.0 02/01/2002 10.125 120,000.00 Y
331-02 802833319 64.8 02/01/2002 13.125 69,500.00 Y
331-02 802833871 85.0 01/01/2003 12.375 130,000.00 Y
331-02 802834069 85.0 12/01/2001 11.625 130,000.00 Y
331-02 802834374 74.3 03/01/2002 9.125 226,000.00 Y
331-02 802834580 75.0 02/01/2002 11.000 104,000.00 Y
331-02 802835140 85.0 02/01/2002 11.125 78,000.00 Y
331-02 802836437 84.9 02/01/2002 9.000 93,181.00 Y
331-02 802837674 85.0 02/01/2002 10.375 62,000.00 Y
331-02 802840009 80.0 02/01/2002 12.750 170,000.00 Y
331-02 802840298 75.0 01/01/2003 13.125 96,000.00 Y
331-02 802840371 90.0 01/01/2002 10.500 100,000.00 Y
331-02 802841759 80.0 02/01/2002 12.500 67,500.00 Y
331-02 802842179 80.0 03/01/2002 12.375 75,000.00 Y
331-02 802842898 80.0 02/01/2002 11.500 86,000.00 Y
331-02 802844456 90.0 02/01/2002 10.500 80,000.00 Y
331-02 802844571 85.0 01/01/2002 11.125 20,000.00 Y
331-02 802844753 88.8 01/01/2002 11.250 76,000.00 Y
331-02 802844811 75.0 02/01/2002 12.625 220,000.00 Y
331-02 802845404 90.0 02/01/2002 10.000 65,000.00 Y
331-02 802846527 80.0 02/01/2002 10.125 62,000.00 Y
331-02 802848572 85.0 01/01/2002 12.000 71,000.00 Y
331-02 802848861 83.4 02/01/2002 11.250 230,000.00 Y
331-02 802850941 70.9 02/01/2002 10.375 55,000.00 Y
331-02 802851758 70.0 03/01/2002 11.250 370,000.00 Y
331-02 802855387 72.2 01/01/2002 12.750 68,500.00 Y
331-02 802856005 83.3 01/01/2002 10.125 60,000.00 Y
331-02 802856187 85.9 02/01/2002 10.750 482,000.00 Y
331-02 802857664 32.0 03/01/2002 11.500 64,000.00 N
331-02 802859223 82.4 01/01/2003 10.625 152,000.00 Y
331-02 802860262 80.0 02/01/2002 11.750 70,000.00 Y
331-02 802860445 85.0 02/01/2002 10.125 114,000.00 Y
331-02 802860544 70.0 02/01/2003 11.500 98,000.00 Y
331-02 802861542 70.9 01/01/2002 11.500 75,000.00 Y
331-02 802862292 80.0 02/01/2002 10.250 77,000.00 N
331-02 802863381 90.0 02/01/2003 10.000 104,900.00 Y
331-02 802864538 76.4 02/01/2002 10.125 71,000.00 Y
331-02 802865758 90.0 01/01/2002 11.500 126,000.00 Y
331-02 802866004 85.9 01/01/2002 9.750 52,500.00 Y
331-02 802866152 85.7 02/01/2002 11.750 40,000.00 Y
331-02 802866962 76.1 02/01/2002 10.000 50,188.00 Y
331-02 802867010 61.9 01/01/2002 13.125 35,500.00 Y
331-02 802867176 90.0 02/01/2002 10.750 93,000.00 Y
331-02 802868042 80.0 01/01/2002 11.500 82,004.00 Y
331-02 802868885 80.0 12/01/2001 12.000 105,000.00 Y
331-02 802869917 85.0 02/01/2003 12.250 132,750.00 Y
331-02 802870048 80.0 02/01/2002 11.125 75,000.00 Y
331-02 802870428 65.0 03/01/2002 11.500 90,000.00 Y
331-02 802870857 85.9 01/01/2002 10.875 85,450.00 Y
331-02 802871418 65.0 02/01/2003 11.250 69,000.00 N
331-02 802874206 85.0 01/01/2002 12.125 69,000.00 Y
331-02 802875476 70.0 02/01/2002 11.000 47,000.00 Y
331-02 802876375 85.0 03/01/2002 12.250 128,000.00 Y
331-02 802876656 85.0 02/01/2002 9.875 65,000.00 Y
331-02 802876698 85.0 02/01/2002 11.750 62,000.00 Y
331-02 802877241 84.0 02/01/2002 10.875 136,500.00 Y
331-02 802879122 75.0 02/01/2002 10.500 110,000.00 Y
331-02 802879270 85.0 02/01/2002 10.000 106,000.00 Y
331-02 802879296 80.0 02/01/2002 10.125 77,200.00 Y
331-02 802881169 85.0 01/01/2002 10.875 105,000.00 Y
331-02 802881268 84.9 01/01/2003 11.375 75,000.00 Y
331-02 802881466 85.0 02/01/2002 12.375 113,000.00 Y
331-02 802881722 31.6 02/01/2002 12.000 325,000.00 N
331-02 802882019 70.0 02/01/2002 10.750 95,000.00 Y
331-02 802882530 80.0 02/01/2002 12.750 17,000.00 Y
331-02 802884874 75.0 01/01/2002 12.750 70,000.00 Y
331-02 802885483 69.5 02/01/2002 12.000 92,000.00 Y
331-02 802885764 85.9 01/01/2002 12.625 93,000.00 Y
331-02 802886002 74.4 02/01/2002 11.500 133,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 21 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802886879 MURPHY ANTINA L 61,440.00 7 608.43 61,440.00
331-02 802887588 SMITH YOLANDA M 54,400.00 1 580.59 54,400.00
331-02 802888214 OZDEMIR SELAMI 124,000.00 3 1,323.40 123,968.27
331-02 802888610 GUARDIA EDUARDO M. 87,300.00 1 750.04 87,300.00
331-02 802889097 ROJAS ROQUE 150,000.00 3 1,400.22 150,000.00
331-02 802889592 ADAMS MARY M. 148,500.00 1 1,344.53 148,439.38
331-02 802890426 TURNER FRANK T 83,990.00 7 721.60 83,990.00
331-02 802890921 NOCK PAUL R 121,300.00 7 1,132.31 121,254.34
331-02 802891176 BORKOWSKA BARBARA 22,100.00 1 223.08 22,093.32
331-02 802891804 PREVATT BRIAN 71,120.00 7 704.30 71,120.00
331-02 802892216 SIMMONS YOUNG D. 30,550.00 1 308.37 30,550.00
331-02 802892422 HOFFMAN LARRY D 64,800.00 1 604.90 64,775.60
331-02 802892596 MILLISOCK ROGER W 102,000.00 7 876.34 101,904.43
331-02 802892885 BRADBERRY LISA M 75,375.00 7 804.45 75,355.71
331-02 802892968 JIMENEZ DIEGO F 256,500.00 3 2,203.73 256,500.00
331-02 802893701 DEMATTEO MICHAEL 86,400.00 1 766.21 86,400.00
331-02 802893750 JOHNSON BERNICE 90,860.00 1 952.12 90,835.41
331-02 802893859 FLANINGAM TERRY 40,800.00 1 463.32 40,800.00
331-02 802894709 TUCIBAT ROGER A 66,000.00 7 743.01 65,985.74
331-02 802894717 ALI GAMAL 141,100.00 1 1,225.24 140,971.27
331-02 802894972 ZELL BERNADINE T 58,000.00 1 557.83 58,000.00
331-02 802896019 HERNANDEZ MARIA A 68,000.00 1 712.57 68,000.00
331-02 802896969 SAO UON 147,000.00 4 1,182.80 147,000.00
331-02 802897629 CUPO FRANK 332,781.00 1 3,106.45 332,781.00
331-02 802898569 DORRELL JUSTIN P 105,000.00 1 882.90 105,000.00
331-02 802898734 POTICHER GARY L 92,800.00 1 990.41 92,776.26
331-02 802898932 BEEKS SALESHA V.S. 48,700.00 1 482.27 48,700.00
331-02 802899658 YOUNG JAMES DOFF 56,000.00 7 597.66 55,971.19
331-02 802899740 TURNER PATRICE M. 205,600.00 1 2,055.67 205,600.00
331-02 802900357 WARE CHARLES A 57,800.00 7 555.91 57,779.94
331-02 802901074 RUCKER BERTHA C 44,000.00 1 448.36 44,000.00
331-02 802901165 LOMASCOLO CHRISTINE L 92,000.00 1 815.88 92,000.00
331-02 802901215 LONG EARL 98,175.00 1 907.23 98,175.00
331-02 802901850 HYDE CHARLES R 80,750.00 1 746.21 80,750.00
331-02 802903344 SIMMONS CRYSTAL 52,700.00 1 516.86 52,682.69
331-02 802903542 OLSEN DIANE 159,081.00 3 1,560.21 159,081.00
331-02 802905539 FEHR LISA B 38,000.00 6 398.20 38,000.00
331-02 802905901 ZAHRAIE FALAMARZ 344,700.00 1 3,024.99 344,700.00
331-02 802906420 ROHRS JULIE L 119,200.00 3 1,057.09 119,200.00
331-02 802906768 FINNLEY ANITA 37,400.00 1 359.71 37,373.92
331-02 802907626 PISCIOTTA KENNETH J 77,400.00 1 700.78 77,368.41
331-02 802907675 CROSSAN ELISABETH 200,000.00 1 2,115.14 199,894.18
331-02 802907774 MORETA MIKAELLA 351,000.00 1 3,509.44 351,000.00
331-02 802908483 RAY VICKY S 39,100.00 1 409.73 39,100.00
331-02 802908616 LONG FRANKIE D 55,250.00 1 578.96 55,250.00
331-02 802910299 KELLEY THOMAS W SR 102,000.00 1 952.15 102,000.00
331-02 802912436 MCBROOM GREGORY 39,000.00 1 386.21 39,000.00
331-02 802914051 ENGEL LLOYD 114,700.00 1 1,135.86 114,663.35
331-02 802914085 BEERS ROBERT E JR 23,400.00 1 218.43 23,391.19
331-02 802914192 TINDAL JAMES 56,100.00 7 518.42 56,100.00
331-02 802914382 KRYSKA MONTY 77,300.00 1 847.55 77,281.81
331-02 802914416 BARTZ RICHARD R 112,500.00 1 1,008.11 112,452.83
331-02 802914507 PRYOR MARLENE 76,500.00 7 715.48 76,445.93
331-02 802914994 MCANDREW EDWARD C 90,000.00 7 840.13 90,000.00
331-02 802915611 SWENSEN SCOTT 175,000.00 1 1,650.06 174,935.88
331-02 802916163 SERIG TIMOTHY 127,960.00 1 1,428.01 127,931.55
331-02 802916304 BATTLE LUCKY J 70,614.00 7 692.56 69,921.44
331-02 802917096 LOPEZ ANTHONY 94,500.00 1 846.82 94,460.37
331-02 802917559 CONTE JAMES 400,000.00 1 3,146.80 400,000.00
331-02 802918128 POE PATRICIA S 32,800.00 1 327.95 32,800.00
331-02 802918680 SALAZAR CIELO 288,000.00 3 2,527.41 287,872.59
331-02 802919191 LINCOLN TIMOTHY D 78,750.00 1 676.58 78,713.26
331-02 802919720 BABYLON BRUCE A 111,350.00 7 1,102.69 111,278.48
331-02 802920363 WILSON TAMMY L 53,973.00 7 478.64 53,949.76
331-02 802920611 NEAL SARAH 51,850.00 1 543.33 51,850.00
331-02 802921320 ELIZARRARAS OLGA 101,600.00 1 863.59 101,600.00
331-02 802921791 CHAVIS GERALD A 158,750.00 1 1,556.96 158,750.00
331-02 802922807 BLY VANESSA 47,600.00 7 541.34 47,579.29
331-02 802923102 GRAY RICHARD A 225,250.00 1 1,894.03 225,027.52
331-02 802923763 RICE JOHNNY R 78,600.00 4 884.86 78,583.02
331-02 802923961 SEIBERT KEITH R 62,910.00 1 575.46 62,885.00
331-02 802924043 HENDERSON LESTER 57,600.00 1 586.94 57,600.00
331-02 802924217 TREVINO JOSEPH SR 69,600.00 1 742.81 69,600.00
331-02 802924597 WILSON ROBERT A 65,600.00 7 719.26 65,584.57
331-02 802924605 JONES ROGER O'NEIL 71,400.00 7 666.51 71,400.00
331-02 802924712 JONES DAZELLE 81,500.00 7 760.79 81,500.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802886879 80.0 02/01/2002 11.500 76,800.00 Y
331-02 802887588 80.0 03/01/2002 12.500 68,000.00 Y
331-02 802888214 80.0 02/01/2003 12.500 155,000.00 Y
331-02 802888610 90.0 02/01/2002 9.750 97,000.00 Y
331-02 802889097 89.8 02/01/2002 10.750 167,000.00 Y
331-02 802889592 90.0 02/01/2002 10.375 165,000.00 Y
331-02 802890426 89.9 02/01/2003 9.750 93,333.00 Y
331-02 802890921 86.6 02/01/2002 10.750 140,000.00 Y
331-02 802891176 85.0 01/01/2002 11.750 26,000.00 Y
331-02 802891804 80.0 03/01/2002 11.500 88,900.00 Y
331-02 802892216 65.0 02/01/2003 11.750 47,000.00 Y
331-02 802892422 90.0 02/01/2002 10.750 72,000.00 Y
331-02 802892596 81.6 01/01/2003 9.750 125,000.00 Y
331-02 802892885 75.0 01/01/2002 12.500 100,500.00 Y
331-02 802892968 90.0 02/01/2002 9.750 285,000.00 Y
331-02 802893701 90.0 03/01/2003 10.125 96,000.00 Y
331-02 802893750 64.9 02/01/2002 12.250 140,000.00 Y
331-02 802893859 80.0 02/01/2002 13.375 51,000.00 Y
331-02 802894709 75.0 02/01/2003 13.250 88,000.00 Y
331-02 802894717 79.9 01/01/2002 9.875 176,400.00 Y
331-02 802894972 51.3 02/01/2002 11.125 113,000.00 Y
331-02 802896019 85.0 02/01/2002 12.250 80,000.00 Y
331-02 802896969 70.0 02/01/2002 9.000 210,000.00 Y
331-02 802897629 82.9 02/01/2002 10.750 401,000.00 Y
331-02 802898569 84.0 03/01/2002 9.500 125,000.00 Y
331-02 802898734 80.0 02/01/2002 12.500 116,000.00 Y
331-02 802898932 60.8 03/01/2002 11.500 80,000.00 Y
331-02 802899658 70.0 01/01/2003 12.500 80,000.00 Y
331-02 802899740 80.0 02/01/2002 11.625 257,000.00 Y
331-02 802900357 85.0 01/01/2002 11.125 68,000.00 Y
331-02 802901074 80.0 02/01/2002 11.875 55,000.00 Y
331-02 802901165 80.0 02/01/2002 10.125 115,000.00 Y
331-02 802901215 85.0 02/01/2002 10.625 115,500.00 Y
331-02 802901850 85.0 02/01/2003 10.625 95,000.00 Y
331-02 802903344 85.0 01/01/2002 11.375 62,000.00 Y
331-02 802903542 85.9 02/01/2002 11.375 185,000.00 Y
331-02 802905539 69.0 02/01/2003 12.250 55,000.00 Y
331-02 802905901 69.9 02/01/2002 10.000 492,500.00 Y
331-02 802906420 80.0 03/01/2002 10.125 149,000.00 N
331-02 802906768 85.0 02/01/2003 11.125 44,000.00 Y
331-02 802907626 90.0 02/01/2002 10.375 86,000.00 Y
331-02 802907675 80.0 01/01/2002 12.375 250,000.00 Y
331-02 802907774 90.0 02/01/2002 11.625 390,000.00 Y
331-02 802908483 85.0 02/01/2002 12.250 46,000.00 Y
331-02 802908616 85.0 03/01/2002 12.250 65,000.00 Y
331-02 802910299 85.0 03/01/2002 10.750 120,000.00 Y
331-02 802912436 60.0 02/01/2002 11.500 65,000.00 N
331-02 802914051 84.9 02/01/2002 11.500 135,000.00 Y
331-02 802914085 90.0 01/01/2002 10.750 26,000.00 Y
331-02 802914192 85.0 02/01/2002 10.625 66,000.00 Y
331-02 802914382 71.5 01/01/2002 12.875 108,000.00 Y
331-02 802914416 90.0 01/01/2002 10.250 125,000.00 Y
331-02 802914507 90.0 01/01/2002 10.375 85,000.00 Y
331-02 802914994 75.0 02/01/2002 10.750 120,000.00 Y
331-02 802915611 88.8 02/01/2002 10.875 197,000.00 Y
331-02 802916163 80.9 02/01/2003 13.125 158,000.00 Y
331-02 802916304 84.9 02/01/2002 11.375 83,171.00 Y
331-02 802917096 90.0 01/01/2003 10.250 105,000.00 Y
331-02 802917559 60.1 02/01/2002 8.750 665,000.00 Y
331-02 802918128 80.0 02/01/2002 11.625 41,000.00 Y
331-02 802918680 80.0 02/01/2002 10.000 360,000.00 Y
331-02 802919191 90.0 02/01/2003 9.750 87,500.00 Y
331-02 802919720 85.0 01/01/2003 11.500 131,000.00 Y
331-02 802920363 61.3 02/01/2002 10.125 88,000.00 Y
331-02 802920611 85.0 02/01/2002 12.250 61,000.00 Y
331-02 802921320 80.0 02/01/2002 9.625 127,000.00 Y
331-02 802921791 84.8 02/01/2002 11.375 187,000.00 Y
331-02 802922807 80.0 01/01/2002 13.125 59,500.00 Y
331-02 802923102 85.0 12/01/2001 9.500 265,000.00 Y
331-02 802923763 64.9 01/01/2002 13.250 121,000.00 Y
331-02 802923961 90.0 02/01/2002 10.500 69,900.00 Y
331-02 802924043 80.0 02/01/2002 11.875 72,000.00 Y
331-02 802924217 80.0 02/01/2002 12.500 87,000.00 Y
331-02 802924597 80.0 02/01/2002 12.875 82,000.00 Y
331-02 802924605 85.0 02/01/2002 10.750 84,000.00 Y
331-02 802924712 89.9 02/01/2002 10.750 90,600.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 22 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802924738 BRIDGES JAMES R 79,460.00 7 779.32 79,433.89
331-02 802924753 BOYD MARCI 77,000.00 7 598.90 76,954.54
331-02 802925412 WADE KEVIN W 73,100.00 1 555.61 72,857.53
331-02 802925826 MOTZ DEBORAH A 108,000.00 8 977.84 108,000.00
331-02 802925917 RAWNSLEY CLIFTON A. JR 46,400.00 2 441.88 46,383.45
331-02 802927301 PAPA JENNIFER L 92,000.00 1 790.42 92,000.00
331-02 802928861 STULIR SCOTT 81,800.00 1 849.28 81,754.25
331-02 802928895 STEWART GARY W 84,150.00 7 738.48 84,150.00
331-02 802928960 LOCKLEAR BETTY 38,590.00 7 402.88 38,569.00
331-02 802929224 GLASSFORD LYNDA 120,500.00 1 1,147.55 120,413.67
331-02 802929299 HILL CHARLOTTE 103,500.00 1 1,064.61 103,440.48
331-02 802930057 HURLEY PAUL 319,500.00 3 2,982.47 319,500.00
331-02 802930230 BARNES JOY C 94,400.00 1 1,007.49 94,400.00
331-02 802931238 MCALLISTER RICHARD W 103,410.00 1 1,004.38 103,410.00
331-02 802931576 BORDERS WILLIAM 78,983.00 7 774.64 78,983.00
331-02 802932160 BELL CLARENCE 46,750.00 1 436.40 46,750.00
331-02 802932889 WRIGHT MICHAEL 108,400.00 3 1,125.46 108,400.00
331-02 802933689 STERGIOTIS KIRIAKOS M 199,680.00 1 2,034.74 199,680.00
331-02 802933721 GOODWIN EDITH 27,000.00 3 241.95 27,000.00
331-02 802933929 ROBERTSON IAN S 102,000.00 1 1,039.38 102,000.00
331-02 802934398 GRANT ANNJEANNET 50,400.00 1 518.42 50,400.00
331-02 802934893 SMITH ANGELA 98,150.00 1 953.29 98,150.00
331-02 802935031 DEBERRY KIM R 49,300.00 7 478.75 49,300.00
331-02 802936112 PHILLIPS DONNIE 48,000.00 1 439.07 48,000.00
331-02 802936518 BALL WILLIAM W 163,600.00 8 1,809.74 163,562.59
331-02 802937094 LEWIS BRADLY A 123,200.00 1 1,267.25 123,200.00
331-02 802937797 PHELPS LARRY 64,000.00 7 579.46 64,000.00
331-02 802937888 JACKSON DAVID E 32,500.00 1 315.66 32,500.00
331-02 802937987 SAAD ABIR F 69,300.00 1 640.40 69,273.19
331-02 802938043 BORDES CARLOS 90,400.00 1 964.80 90,400.00
331-02 802938142 LEACH ELIZABETH 75,330.00 1 833.30 75,312.77
331-02 802938332 MARTIN HAIRS CONSTANTIA F 68,850.00 7 636.24 68,850.00
331-02 802938506 LITTLETON BRENDA 45,600.00 7 553.29 45,600.00
331-02 802938753 HERSHEY TERRI L 70,000.00 1 633.78 70,000.00
331-02 802938977 HAIRSTON RAY ANTHONY 72,900.00 7 680.51 72,872.55
331-02 802939371 MUNDY LEONA G 67,050.00 7 625.90 67,050.00
331-02 802940031 CAMPBELL LOU PATRICIA 91,800.00 7 900.34 91,800.00
331-02 802940072 YUSUF MUSTAFA A 121,500.00 1 1,088.76 121,397.67
331-02 802940726 KERSHAW KIM NORMAN 152,200.00 1 1,668.78 152,164.20
331-02 802940833 RODRIGUEZ JOSE A 51,850.00 1 543.33 51,850.00
331-02 802941096 MILLER BILLY 48,000.00 1 521.61 47,976.66
331-02 802941344 EAKER FREDA 84,150.00 7 817.32 84,150.00
331-02 802942193 NYSTEDT EVAN 96,750.00 1 903.14 96,713.58
331-02 802942631 ALQUIST WILLIAM V 126,749.00 1 1,243.11 126,665.33
331-02 802942789 WALSH MICHAEL J 77,600.00 1 673.84 77,600.00
331-02 802943803 WOODRING VIKKI 56,800.00 1 617.24 56,772.37
331-02 802944108 DANIELS HENRY H JR 49,050.00 1 439.54 49,050.00
331-02 802944231 DEYBER JOHN H 41,600.00 1 427.90 41,600.00
331-02 802944280 WYNN WILLIAM 118,270.00 4 1,193.83 118,270.00
331-02 802944728 NESTOR PATRICK 221,854.00 1 2,239.42 221,854.20
331-02 802945071 VALENTI ROSARIO 57,500.00 1 658.61 57,476.40
331-02 802946400 TODD SANDRA S 114,390.00 1 1,046.37 114,390.00
331-02 802946855 DIAL QUANTUS 59,500.00 1 561.02 59,478.20
331-02 802947432 NAVARRA LINDA 48,000.00 1 448.07 48,000.00
331-02 802948000 WHITE PHILLIP EARL 22,500.00 1 218.53 22,500.00
331-02 802948109 TAYLOR NATHANIEL JR 145,600.00 2 1,237.58 145,600.00
331-02 802949982 SCHEITERLE JOHN 118,000.00 1 1,035.53 118,000.00
331-02 802950196 JONES KENNETH J 351,000.00 1 3,276.52 350,867.85
331-02 802950378 CLARK MARCUS 42,500.00 1 334.35 42,500.00
331-02 802950600 BROWN GENEVA L 74,750.00 1 761.70 74,750.00
331-02 802951004 WATSON JAMES 154,782.00 1 1,697.09 154,708.79
331-02 802951046 MOORE BARBARA J 39,500.00 1 376.17 39,471.69
331-02 802951087 BILLUPS KEENAN 61,200.00 1 694.98 61,200.00
331-02 802951400 JAMES EARNEST P 82,500.00 4 880.49 82,500.00
331-02 802951699 SCHULTZ KEVIN W 76,500.00 7 750.28 76,474.88
331-02 802951970 DAVIS RAYMOND F 333,000.00 1 3,046.08 333,000.00
331-02 802952903 MILLER JOSEPH D 83,610.00 1 733.74 83,535.71
331-02 802954727 KNOTT DANA MORRISON 77,400.00 1 751.76 77,373.87
331-02 802955310 MCGLORY LAVEDA 57,600.00 1 559.45 57,600.00
331-02 802955534 WILLIAMS JEFFREY G 70,400.00 1 806.38 70,400.00
331-02 802955575 HUBBS KENNETH JR 91,250.00 7 742.44 91,201.44
331-02 802956128 MATHIEU JEAN MARIE 246,500.00 5 2,654.72 246,500.00
331-02 802956490 BARRETT MILDRED 242,250.00 4 2,561.96 242,250.00
331-02 802957076 AMRHEIN JOSEPHINE 90,000.00 1 806.49 89,962.26
331-02 802957316 MCDANIEL KEVIN 85,500.00 4 879.46 85,450.84
331-02 802957845 STENDARDO LISA M 70,400.00 1 541.31 70,357.36
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802924738 84.9 01/01/2002 11.375 93,483.00 Y
331-02 802924753 79.9 01/01/2002 8.625 96,317.00 Y
331-02 802925412 85.0 02/01/2002 8.375 86,000.00 Y
331-02 802925826 90.0 02/01/2002 10.375 120,000.00 Y
331-02 802925917 80.0 02/01/2003 11.000 58,000.00 Y
331-02 802927301 80.0 02/01/2002 9.750 115,000.00 Y
331-02 802928861 89.8 01/01/2002 12.125 91,000.00 Y
331-02 802928895 90.0 02/01/2002 10.000 93,500.00 Y
331-02 802928960 85.0 02/01/2002 11.875 45,400.00 Y
331-02 802929224 89.3 01/01/2002 11.000 134,900.00 Y
331-02 802929299 90.0 01/01/2003 12.000 115,000.00 Y
331-02 802930057 90.0 02/01/2002 10.750 355,000.00 Y
331-02 802930230 80.0 02/01/2002 12.500 118,000.00 Y
331-02 802931238 90.0 03/01/2002 11.250 114,900.00 Y
331-02 802931576 85.0 02/01/2002 11.375 92,921.00 Y
331-02 802932160 85.0 03/01/2002 10.750 55,000.00 Y
331-02 802932889 80.0 02/01/2002 12.125 135,500.00 Y
331-02 802933689 80.0 02/01/2002 11.875 249,600.00 Y
331-02 802933721 60.0 02/01/2002 10.250 45,000.00 Y
331-02 802933929 75.0 02/01/2002 11.875 136,000.00 Y
331-02 802934398 80.0 03/01/2002 12.000 63,000.00 Y
331-02 802934893 65.0 02/01/2002 11.250 151,000.00 Y
331-02 802935031 89.6 02/01/2002 10.875 55,000.00 Y
331-02 802936112 64.0 02/01/2002 10.500 75,000.00 Y
331-02 802936518 80.0 01/01/2003 13.000 204,500.00 Y
331-02 802937094 84.3 02/01/2002 12.000 146,000.00 Y
331-02 802937797 80.0 02/01/2003 10.375 80,000.00 Y
331-02 802937888 65.0 03/01/2002 11.250 50,000.00 Y
331-02 802937987 90.0 01/01/2002 10.625 77,000.00 Y
331-02 802938043 80.0 03/01/2002 12.500 113,000.00 Y
331-02 802938142 83.7 02/01/2002 13.000 90,000.00 Y
331-02 802938332 85.0 02/01/2002 10.625 81,000.00 Y
331-02 802938506 80.0 02/01/2002 14.125 57,000.00 Y
331-02 802938753 50.7 02/01/2002 10.375 138,000.00 Y
331-02 802938977 90.0 02/01/2002 10.750 81,000.00 Y
331-02 802939371 90.0 02/01/2002 10.750 74,500.00 Y
331-02 802940031 85.0 02/01/2002 11.375 108,000.00 Y
331-02 802940072 90.0 01/01/2002 10.250 135,000.00 Y
331-02 802940726 85.9 02/01/2002 12.875 177,000.00 Y
331-02 802940833 85.0 03/01/2003 12.250 61,000.00 Y
331-02 802941096 80.0 02/01/2002 12.750 60,000.00 Y
331-02 802941344 90.0 02/01/2002 11.250 93,500.00 Y
331-02 802942193 75.0 01/01/2002 10.750 129,000.00 Y
331-02 802942631 85.6 01/01/2002 11.375 148,000.00 Y
331-02 802942789 85.9 02/01/2002 9.875 90,300.00 Y
331-02 802943803 80.0 02/01/2002 12.750 71,000.00 Y
331-02 802944108 90.0 02/01/2002 10.250 54,500.00 Y
331-02 802944231 65.0 02/01/2003 12.000 64,000.00 Y
331-02 802944280 50.3 03/01/2003 11.750 235,000.00 Y
331-02 802944728 85.9 02/01/2002 11.750 258,000.00 Y
331-02 802945071 80.9 01/01/2003 13.500 71,000.00 Y
331-02 802946400 90.0 02/01/2003 10.500 127,100.00 Y
331-02 802946855 85.0 01/01/2002 10.875 70,000.00 Y
331-02 802947432 80.0 02/01/2002 10.750 60,000.00 Y
331-02 802948000 75.0 02/01/2002 11.250 30,000.00 N
331-02 802948109 80.0 02/01/2002 9.625 182,000.00 Y
331-02 802949982 79.1 02/01/2002 10.000 149,000.00 Y
331-02 802950196 90.0 02/01/2002 10.750 390,000.00 Y
331-02 802950378 85.0 02/01/2002 8.750 50,000.00 Y
331-02 802950600 65.0 03/01/2002 11.875 115,000.00 Y
331-02 802951004 85.9 01/01/2002 12.875 180,000.00 Y
331-02 802951046 64.7 03/01/2002 11.000 61,000.00 Y
331-02 802951087 80.0 02/01/2002 13.375 76,500.00 Y
331-02 802951400 74.3 02/01/2002 12.500 111,000.00 Y
331-02 802951699 85.0 02/01/2002 11.375 90,000.00 Y
331-02 802951970 90.0 02/01/2003 10.500 370,000.00 Y
331-02 802952903 90.0 01/01/2002 10.000 92,900.00 Y
331-02 802954727 90.0 01/01/2002 11.250 86,000.00 Y
331-02 802955310 80.0 03/01/2002 11.250 72,000.00 Y
331-02 802955534 80.0 02/01/2002 13.500 88,000.00 Y
331-02 802955575 73.0 02/01/2002 9.125 125,000.00 Y
331-02 802956128 85.0 02/01/2002 12.625 290,000.00 Y
331-02 802956490 85.0 02/01/2002 12.375 285,000.00 Y
331-02 802957076 90.0 02/01/2002 10.250 100,000.00 Y
331-02 802957316 90.0 01/01/2002 12.000 95,000.00 Y
331-02 802957845 80.0 02/01/2002 8.500 88,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 23 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802958223 JONES JACQUELINE S. 87,700.00 5 835.19 87,700.00
331-02 802958363 DAWSON TIMOTHY L 55,200.00 1 520.48 55,200.00
331-02 802959031 BRUNETTE EDNA L 58,650.00 1 575.22 58,650.00
331-02 802959494 FERRARA EMILY 209,900.00 1 1,998.93 209,825.15
331-02 802959502 TREVINO FRANK T 166,500.00 1 1,430.49 166,344.01
331-02 802959825 CABELLO NIMIO L 132,700.00 1 1,213.86 132,647.27
331-02 802960559 DELLY MAHA 92,000.00 1 850.17 91,964.41
331-02 802961821 WALKER ELVALINE 175,500.00 1 1,737.97 175,443.90
331-02 802961938 MIDDLETON PAUL W 90,000.00 1 814.87 89,926.19
331-02 802962720 GOLDEN RONALD 57,600.00 1 654.10 57,600.00
331-02 802962928 MCCASKEY MAURICE L 104,000.00 1 1,029.90 104,000.00
331-02 802962944 FUQUA WALTER M 56,625.00 7 481.31 56,625.00
331-02 802963132 HICKS DAVID T JR 59,600.00 1 700.29 59,588.84
331-02 802963561 IRIZARRY HARRY 40,800.00 1 455.32 40,800.00
331-02 802963785 FALLS BARBARA J 61,700.00 1 611.01 61,700.00
331-02 802963827 ORTIZ ARMANDO 49,300.00 7 497.64 49,300.00
331-02 802963918 NIELSEN DARREN 70,900.00 7 742.96 70,900.00
331-02 802964346 DELANEY TIMOTHY R 87,000.00 1 828.52 87,000.00
331-02 802964585 RUTELLA INGRID 125,000.00 3 1,085.44 125,000.00
331-02 802965103 KUMER MARK A. 20,350.00 3 207.37 20,350.00
331-02 802965368 RICKS SHAWN D 40,000.00 1 434.68 40,000.00
331-02 802965376 ANDERSON COLLIN 54,400.00 1 528.37 54,381.63
331-02 802965475 MILLER WONDA T. 64,350.00 1 600.70 64,325.77
331-02 802965616 BRIDGER SANDRA 65,600.00 7 587.84 65,600.00
331-02 802965954 TOWERY KELLEY C 72,000.00 1 713.01 72,000.00
331-02 802966077 ROHRBACH THOMAS J 78,000.00 1 787.34 78,000.00
331-02 802966424 OWENS MELVIN 93,500.00 1 979.78 93,474.70
331-02 802966598 KERSHNER BRIAN 93,500.00 1 846.56 93,423.33
331-02 802966739 COOKS IVORY S JR 232,500.00 2 2,170.34 232,500.00
331-02 802966879 KINNEY JAMES B 77,425.00 1 781.54 77,425.00
331-02 802966911 MILLER FRANCES E 67,500.00 7 694.31 67,480.69
331-02 802967513 CHRISTIAN TIMOTHY 27,200.00 1 290.29 27,200.00
331-02 802967612 RESCH JAMES J. JR 126,400.00 1 1,227.67 126,400.00
331-02 802967877 AUDISHO RAFI 64,400.00 1 565.16 64,400.00
331-02 802968420 AHMED FAZAL 276,250.00 5 2,762.06 276,250.00
331-02 802968446 HALSTEAD MICHAEL 35,200.00 1 375.67 35,200.00
331-02 802969063 KAUFFMAN PEGGY J 76,000.00 7 632.13 75,961.62
331-02 802970442 ARISMAN THOMAS A 65,700.00 7 638.12 65,700.00
331-02 802970509 ROBERTS ALBERT J 86,400.00 1 964.21 86,361.37
331-02 802970939 FISHER DONNA L 60,000.00 1 521.01 60,000.00
331-02 802971473 ROSS FRED W 86,250.00 1 870.62 86,250.00
331-02 802972281 MARTIN LORNA 72,250.00 1 729.30 72,250.00
331-02 802972836 HONORE ROSANA 98,175.00 3 1,028.77 98,175.00
331-02 802973016 STEELE FLODERIA 85,500.00 1 726.74 85,500.00
331-02 802973115 SCARLETT WINSTON N 274,500.00 3 2,666.11 274,407.33
331-02 802973727 ELLINWOOD DAVID SCOTT 525,000.00 1 4,851.51 525,000.00
331-02 802973784 MAGLOTHIN PATRICIA 40,800.00 1 435.44 40,800.00
331-02 802974295 BERENGUEL LAURENCIO 55,250.00 1 578.96 55,250.00
331-02 802974311 STANTON KATHY J 209,900.00 1 1,900.45 209,727.88
331-02 802974436 BUTLER MICHAEL 46,900.00 1 551.07 46,900.00
331-02 802974709 KOCH-CRAVENS JOYCE 30,200.00 1 313.55 30,200.00
331-02 802974824 ROSA JOSE SIMEON 94,500.00 1 944.85 94,470.62
331-02 802975151 JACKSON PHILLIP 37,050.00 3 366.90 37,050.00
331-02 802975375 JOHNSON TIMOTHY W 49,800.00 1 521.85 49,800.00
331-02 802975813 POWELL SABRINA 114,750.00 1 1,258.16 114,723.01
331-02 802976415 NALLS KENNETH 68,000.00 1 559.42 68,000.00
331-02 802976589 KING KEVIN 61,200.00 1 559.82 61,200.00
331-02 802976621 BELL ALFRED D 104,000.00 1 1,109.95 103,973.38
331-02 802976720 THACKURDEEN SANDRA 248,500.00 1 2,437.20 248,500.00
331-02 802976894 CAMPBELL DEVON P 73,500.00 1 763.11 73,500.00
331-02 802976910 BEARDSLEY MICHAEL 131,700.00 1 1,329.39 131,700.00
331-02 802977124 CLEMANS BRIAN 56,000.00 7 543.91 56,000.00
331-02 802977322 MORI JONATHAN 250,800.00 1 2,676.69 250,735.86
331-02 802977371 ANDERSON JOETTE L 54,400.00 1 467.38 54,400.00
331-02 802978569 BILSON TIFFANY M. 75,780.00 7 596.16 75,736.40
331-02 802978601 REINHARDT KATHLEEN E 88,200.00 1 790.36 88,163.02
331-02 802979302 ODWIN-JENKIN SIMONE M 192,591.00 1 1,779.73 192,516.50
331-02 802980102 ALTMAN WINONA 156,400.00 1 1,272.52 156,089.29
331-02 802980284 NIGHTINGALE FRANK 63,000.00 1 629.90 63,000.00
331-02 802981464 LONDON VIVIAN 157,500.00 3 1,470.23 157,440.71
331-02 802982405 FERGUSON DAVID A 342,000.00 1 2,906.96 342,000.00
331-02 802982686 GARCIA DEBRA 69,600.00 5 676.00 69,576.50
331-02 802982843 FROST ROBERT L SR 86,450.00 1 839.66 86,450.00
331-02 802983494 DIAMOND DONNA J 62,400.00 1 653.89 62,366.05
331-02 802983676 INDELICATO LOUIS 110,000.00 1 1,037.18 110,000.00
331-02 802983999 HERNANDEZ GUILLERMIN 59,500.00 1 583.55 59,500.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802958223 64.9 02/01/2002 11.000 135,000.00 N
331-02 802958363 80.0 03/01/2002 10.875 69,000.00 Y
331-02 802959031 85.0 03/01/2002 11.375 69,000.00 Y
331-02 802959494 69.9 01/01/2002 11.000 300,000.00 Y
331-02 802959502 90.0 01/01/2003 9.750 185,000.00 Y
331-02 802959825 89.9 02/01/2002 10.500 147,500.00 Y
331-02 802960559 80.0 02/01/2002 10.625 115,000.00 Y
331-02 802961821 90.0 01/01/2002 11.500 195,000.00 Y
331-02 802961938 90.0 02/01/2002 10.375 100,000.00 Y
331-02 802962720 80.0 02/01/2002 13.375 72,000.00 Y
331-02 802962928 64.7 02/01/2002 11.500 160,500.00 Y
331-02 802962944 75.0 02/01/2002 9.625 75,500.00 Y
331-02 802963132 80.0 01/01/2002 13.875 74,500.00 Y
331-02 802963561 85.0 02/01/2002 13.125 48,000.00 Y
331-02 802963785 62.9 02/01/2002 11.500 98,000.00 Y
331-02 802963827 85.0 02/01/2002 11.750 58,000.00 Y
331-02 802963918 73.4 02/01/2002 12.250 96,500.00 Y
331-02 802964346 75.0 02/01/2002 11.000 116,000.00 N
331-02 802964585 55.5 03/01/2002 9.875 225,000.00 Y
331-02 802965103 55.0 03/01/2002 11.875 37,000.00 N
331-02 802965368 61.5 02/01/2003 12.750 65,000.00 N
331-02 802965376 80.0 02/01/2002 11.250 68,000.00 Y
331-02 802965475 90.0 01/01/2002 10.750 71,500.00 Y
331-02 802965616 80.0 02/01/2002 10.250 82,000.00 Y
331-02 802965954 90.0 02/01/2002 11.500 80,000.00 Y
331-02 802966077 74.2 02/01/2003 11.750 105,000.00 Y
331-02 802966424 85.0 02/01/2002 12.250 110,000.00 Y
331-02 802966598 85.0 02/01/2002 10.375 110,000.00 Y
331-02 802966739 75.0 02/01/2002 10.750 310,000.00 Y
331-02 802966879 81.5 02/01/2002 11.750 95,000.00 Y
331-02 802966911 75.0 02/01/2003 12.000 90,000.00 Y
331-02 802967513 80.0 02/01/2002 12.500 34,000.00 Y
331-02 802967612 80.0 03/01/2002 11.250 158,000.00 Y
331-02 802967877 70.0 02/01/2002 10.000 92,000.00 Y
331-02 802968420 85.0 02/01/2003 11.625 325,000.00 Y
331-02 802968446 80.0 03/01/2002 12.500 44,000.00 Y
331-02 802969063 80.0 02/01/2003 9.375 95,000.00 Y
331-02 802970442 90.0 02/01/2002 11.250 73,000.00 Y
331-02 802970509 80.0 01/01/2003 13.125 108,000.00 Y
331-02 802970939 80.0 02/01/2002 9.875 75,000.00 N
331-02 802971473 75.0 02/01/2002 11.750 115,000.00 N
331-02 802972281 85.0 03/01/2002 11.750 85,000.00 Y
331-02 802972836 85.0 02/01/2002 12.250 115,500.00 Y
331-02 802973016 87.2 03/01/2002 9.625 98,000.00 Y
331-02 802973115 90.0 02/01/2003 11.250 305,000.00 Y
331-02 802973727 70.0 02/01/2003 10.625 750,000.00 Y
331-02 802973784 80.0 02/01/2002 12.500 51,000.00 Y
331-02 802974295 85.0 02/01/2002 12.250 65,000.00 Y
331-02 802974311 89.9 01/01/2002 10.375 233,295.00 Y
331-02 802974436 80.8 02/01/2003 13.875 58,000.00 Y
331-02 802974709 54.9 02/01/2003 12.125 55,000.00 N
331-02 802974824 90.0 01/01/2003 11.625 105,000.00 Y
331-02 802975151 65.0 03/01/2002 11.500 57,000.00 Y
331-02 802975375 84.8 02/01/2002 12.250 58,700.00 Y
331-02 802975813 85.0 02/01/2002 12.875 135,000.00 Y
331-02 802976415 80.0 02/01/2002 9.250 85,000.00 Y
331-02 802976589 90.0 02/01/2003 10.500 68,000.00 Y
331-02 802976621 80.0 02/01/2002 12.500 130,000.00 Y
331-02 802976720 70.0 02/01/2002 11.375 355,000.00 Y
331-02 802976894 70.0 02/01/2002 12.125 105,000.00 Y
331-02 802976910 84.9 02/01/2002 11.750 155,000.00 Y
331-02 802977124 89.9 03/01/2002 11.250 62,227.00 Y
331-02 802977322 85.8 02/01/2002 12.500 292,000.00 Y
331-02 802977371 80.0 02/01/2002 9.750 68,000.00 N
331-02 802978569 90.0 02/01/2002 8.750 84,200.00 Y
331-02 802978601 90.0 01/01/2002 10.250 98,000.00 Y
331-02 802979302 90.0 01/01/2002 10.625 213,990.00 Y
331-02 802980102 85.0 02/01/2002 9.125 184,000.00 Y
331-02 802980284 90.0 02/01/2002 11.625 70,000.00 Y
331-02 802981464 90.0 02/01/2002 10.750 175,000.00 Y
331-02 802982405 90.0 02/01/2002 9.625 380,000.00 Y
331-02 802982686 80.0 01/01/2003 11.250 87,000.00 Y
331-02 802982843 65.0 03/01/2002 11.250 133,000.00 Y
331-02 802983494 80.0 02/01/2002 12.250 78,000.00 Y
331-02 802983676 61.1 02/01/2002 10.875 180,000.00 Y
331-02 802983999 85.0 03/01/2002 11.375 70,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 24 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802984260 RODRIGUEZ IDAMARIE 74,700.00 4 676.34 74,700.00
331-02 802984567 PAPANIKOLAW JAMES G 221,000.00 1 2,167.49 221,000.00
331-02 802984682 SINDORF JAY R 132,600.00 1 1,363.94 132,562.06
331-02 802984914 MAXWELL MICHAEL W 116,910.00 1 919.73 116,842.74
331-02 802984989 FESTA ELLIOT J JR 112,000.00 1 972.55 111,949.12
331-02 802985168 PACHECO JOSE A 63,900.00 1 645.01 63,900.00
331-02 802985556 KNOWLTON EDWARD 60,000.00 1 594.17 59,980.83
331-02 802985648 PETERKIN ALICE M 48,750.00 7 520.29 48,737.52
331-02 802985697 PICHARDO JOSE 243,900.00 1 2,231.05 243,705.31
331-02 802985986 BACHMAN LAURENCE E. 63,900.00 1 681.98 63,900.00
331-02 802986000 MAYWEATHER DOROTHY J 52,700.00 1 511.85 52,700.00
331-02 802986620 BARNETT LAWANDA 53,550.00 1 540.54 53,517.45
331-02 802987354 KNALL ROXANNE 280,000.00 1 2,613.75 279,788.22
331-02 802987826 JAUME NELSON R 297,500.00 1 3,060.12 297,414.88
331-02 802989657 JOHNSON ARLENE 29,750.00 1 311.75 29,733.82
331-02 802989822 WEST CHAD C. 68,000.00 7 752.22 67,968.73
331-02 802990622 PERRY CLARA BELL 52,000.00 1 554.97 52,000.00
331-02 802992529 AREVALO MENCELL 103,500.00 1 966.15 103,461.04
331-02 802993428 HENDERSON DAVID LEE 63,900.00 1 560.77 63,843.22
331-02 802993527 LEWIS MICHAEL 91,800.00 7 882.91 91,800.00
331-02 802994376 GALLNER RICKY E 52,000.00 1 565.08 51,974.71
331-02 802994913 HARPER MICHAEL D 51,000.00 3 534.43 51,000.00
331-02 802995084 GAYLER JILL A 66,800.00 1 561.69 66,800.00
331-02 802995944 STEPHENS ILLANA 40,000.00 1 365.90 40,000.00
331-02 802996496 OLIVEIRA CHRISTINE 68,000.00 3 712.57 68,000.00
331-02 802996587 CLOUSE KITTY M 89,600.00 3 794.59 89,522.49
331-02 802996876 WASHINGTON DORIS 90,400.00 1 982.37 90,333.69
331-02 802997312 LEWIS HUGH 42,500.00 1 441.25 42,488.18
331-02 802998104 SKINNER MICHAEL K 98,600.00 3 1,033.23 98,600.00
331-02 802998518 TAYLOR LILLIE 41,000.00 1 363.60 41,000.00
331-02 802998781 WEIBLEY EDWARD R 65,700.00 1 600.98 65,700.00
331-02 802998864 STEPP KENNETH A 110,610.00 1 1,011.79 110,566.05
331-02 802999128 MERRITT DAWN D 80,750.00 7 791.97 80,750.00
331-02 802999144 BURNS ANGELA D 82,400.00 1 968.19 82,400.00
331-02 803000058 VALLONE DONNA L 52,700.00 1 516.86 52,682.69
331-02 803000181 VARDAMAN TODD A 46,400.00 1 477.28 46,400.00
331-02 803000314 JOHNSON BARBARA E 93,600.00 1 909.10 93,600.00
331-02 803001007 KASPER MICHAEL J 135,000.00 1 1,172.27 134,938.67
331-02 803001551 PAINTER JOHN D 92,000.00 1 1,044.74 92,000.00
331-02 803001726 GOODELL GALEN 126,000.00 1 1,247.77 126,000.00
331-02 803003243 LOPEZ TOMAS H 89,479.00 7 843.69 89,479.00
331-02 803003375 UNGLESBEE RALPH D 84,500.00 1 836.80 84,500.00
331-02 803003599 BEAVERS CHERYL D 73,600.00 1 785.50 73,600.00
331-02 803003623 HAYNES TERRY L 29,750.00 1 274.92 29,750.00
331-02 803003888 FORBES-BROWN STEPHANIE 35,120.00 1 314.71 35,120.00
331-02 803004027 FERGUSON ANNA L 45,500.00 5 459.28 45,500.00
331-02 803004043 MORGAN J WAYNE 98,500.00 1 975.44 98,468.52
331-02 803005016 BEHARRY DHANRAJ 49,500.00 1 452.80 49,500.00
331-02 803005214 MACHADO ANTHONY M 56,950.00 1 553.13 56,950.00
331-02 803006105 CHOATE PETER H 132,800.00 1 1,417.32 132,800.00
331-02 803006139 JAZWINSKI PETER F 158,400.00 1 1,644.58 158,400.00
331-02 803006212 HANSEN KATHLEEN M 144,500.00 3 1,514.21 144,500.00
331-02 803006311 ELCOCK CAROL 60,000.00 1 640.35 60,000.00
331-02 803006931 GOMEZ RADHAMES 94,800.00 1 966.01 94,772.11
331-02 803007103 CASAS FERNANDO 107,875.00 8 1,182.78 107,849.63
331-02 803007814 ASHBROOK RICHARD L 72,250.00 1 799.23 72,250.00
331-02 803008358 PILOTO-PILKA TERESITA 68,000.00 1 719.15 68,000.00
331-02 803008721 STEPHENS VERONICA 86,700.00 1 908.53 86,700.00
331-02 803009265 JABS ROGER 85,600.00 1 913.57 85,600.00
331-02 803009331 WILBUR BILL M 43,300.00 4 495.96 43,300.00
331-02 803009984 ORTEGA JOHN 48,000.00 1 489.12 47,985.88
331-02 803010115 CURTIS CLIFFORD D 71,200.00 7 794.58 71,200.00
331-02 803010131 ORTEGA LOUISE 38,200.00 1 400.30 38,200.00
331-02 803011238 SAVAGE VERNON L 41,400.00 1 378.70 41,400.00
331-02 803011386 JONES ALAN W 156,000.00 3 1,397.92 155,934.58
331-02 803012723 JOINS DEANGELO 59,500.00 1 623.50 59,500.00
331-02 803013051 PETERSEN DEBORAH E 454,750.00 1 3,823.78 454,750.00
331-02 803014810 HUTCHINSON JAMES D 99,200.00 1 963.49 99,200.00
331-02 803014844 JACKSON ROY C 63,750.00 1 501.52 63,750.00
331-02 803015114 SANTIAGO JENIKA 28,125.00 1 278.52 28,116.01
331-02 803015189 HOLDEN TROY A 50,900.00 1 513.79 50,884.61
331-02 803015767 KRUIZE PRISCILLA 78,750.00 1 787.37 78,700.80
331-02 803016518 MCINTOSH ROBERT W 100,800.00 1 856.79 100,800.00
331-02 803016898 WITHERSPOON JOYCE 55,575.00 1 550.35 55,575.00
331-02 803017052 MYERS CHARLES B 32,500.00 1 315.66 32,500.00
331-02 803017235 HELMS ESTHER 26,650.00 1 263.91 26,641.49
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 802984260 90.0 02/01/2002 10.375 83,000.00 Y
331-02 802984567 85.0 02/01/2002 11.375 260,000.00 Y
331-02 802984682 85.0 01/01/2002 12.000 156,000.00 Y
331-02 802984914 90.0 02/01/2002 8.750 129,900.00 Y
331-02 802984989 79.7 01/01/2002 9.875 140,500.00 Y
331-02 802985168 90.0 02/01/2002 11.750 71,000.00 Y
331-02 802985556 27.2 02/01/2002 11.500 220,000.00 Y
331-02 802985648 75.0 02/01/2002 12.500 65,000.00 Y
331-02 802985697 90.0 01/01/2002 10.500 271,000.00 Y
331-02 802985986 79.9 03/01/2002 12.500 79,900.00 Y
331-02 802986000 85.0 02/01/2002 11.250 62,000.00 Y
331-02 802986620 85.0 03/01/2002 11.750 63,000.00 Y
331-02 802987354 42.8 01/01/2002 10.750 654,000.00 Y
331-02 802987826 85.0 01/01/2002 12.000 350,000.00 Y
331-02 802989657 85.0 02/01/2003 12.250 35,000.00 Y
331-02 802989822 80.0 02/01/2002 13.000 85,000.00 Y
331-02 802990622 80.0 02/01/2002 12.500 65,000.00 Y
331-02 802992529 90.0 02/01/2002 10.750 115,000.00 Y
331-02 802993428 90.0 02/01/2003 10.000 71,000.00 Y
331-02 802993527 85.0 02/01/2003 11.125 108,000.00 Y
331-02 802994376 80.0 02/01/2003 12.750 65,000.00 Y
331-02 802994913 85.0 02/01/2002 12.250 60,000.00 Y
331-02 802995084 69.5 02/01/2003 9.500 96,000.00 Y
331-02 802995944 80.0 02/01/2003 10.500 50,000.00 N
331-02 802996496 85.0 03/01/2002 12.250 80,000.00 Y
331-02 802996587 80.0 02/01/2003 10.125 112,000.00 Y
331-02 802996876 80.0 02/01/2002 12.750 113,000.00 Y
331-02 802997312 83.3 02/01/2002 12.125 51,000.00 Y
331-02 802998104 85.0 02/01/2003 12.250 116,000.00 Y
331-02 802998518 41.8 02/01/2002 10.125 98,000.00 Y
331-02 802998781 90.0 02/01/2003 10.500 73,000.00 Y
331-02 802998864 90.0 02/01/2002 10.500 122,900.00 Y
331-02 802999128 85.0 02/01/2002 11.375 95,000.00 Y
331-02 802999144 80.0 02/01/2003 13.875 103,000.00 Y
331-02 803000058 85.0 02/01/2002 11.375 62,000.00 Y
331-02 803000181 77.3 03/01/2002 12.000 60,000.00 Y
331-02 803000314 65.0 02/01/2002 11.250 144,000.00 Y
331-02 803001007 84.3 03/01/2002 9.875 160,000.00 Y
331-02 803001551 80.0 02/01/2002 13.375 115,000.00 Y
331-02 803001726 63.0 02/01/2002 11.500 200,000.00 Y
331-02 803003243 86.8 02/01/2002 10.875 103,000.00 Y
331-02 803003375 65.0 02/01/2002 11.500 130,000.00 Y
331-02 803003599 80.0 03/01/2002 12.500 92,000.00 Y
331-02 803003623 85.0 02/01/2002 10.625 35,000.00 Y
331-02 803003888 80.0 02/01/2002 10.250 43,900.00 N
331-02 803004027 65.0 03/01/2003 11.750 70,000.00 N
331-02 803004043 54.1 02/01/2002 11.500 182,000.00 Y
331-02 803005016 89.9 02/01/2002 10.500 55,051.00 Y
331-02 803005214 85.0 03/01/2002 11.250 67,000.00 Y
331-02 803006105 80.0 03/01/2002 12.500 166,000.00 Y
331-02 803006139 80.0 02/01/2002 12.125 198,000.00 Y
331-02 803006212 85.0 02/01/2002 12.250 170,000.00 Y
331-02 803006311 80.0 02/01/2002 12.500 75,000.00 Y
331-02 803006931 71.8 02/01/2002 11.875 132,000.00 Y
331-02 803007103 79.9 01/01/2002 12.875 134,847.00 Y
331-02 803007814 85.0 02/01/2003 13.000 85,000.00 Y
331-02 803008358 80.0 02/01/2002 12.375 85,000.00 Y
331-02 803008721 85.0 03/01/2002 12.250 102,000.00 Y
331-02 803009265 80.0 02/01/2002 12.500 107,000.00 Y
331-02 803009331 84.9 02/01/2002 13.500 51,000.00 Y
331-02 803009984 80.0 02/01/2003 11.875 60,000.00 Y
331-02 803010115 80.0 02/01/2002 13.125 89,000.00 Y
331-02 803010131 84.8 02/01/2002 12.250 45,000.00 Y
331-02 803011238 90.0 02/01/2002 10.500 46,000.00 Y
331-02 803011386 80.0 02/01/2002 10.250 195,000.00 Y
331-02 803012723 85.0 02/01/2002 12.250 70,000.00 Y
331-02 803013051 85.0 02/01/2002 9.500 535,000.00 Y
331-02 803014810 80.0 03/01/2002 11.250 124,000.00 Y
331-02 803014844 85.0 03/01/2002 8.750 75,000.00 Y
331-02 803015114 75.0 02/01/2002 11.500 37,500.00 Y
331-02 803015189 84.9 02/01/2002 11.750 59,900.00 Y
331-02 803015767 63.0 02/01/2002 11.625 125,000.00 Y
331-02 803016518 90.0 02/01/2002 9.625 112,000.00 Y
331-02 803016898 65.0 03/01/2002 11.500 85,500.00 Y
331-02 803017052 65.0 03/01/2002 11.250 50,000.00 Y
331-02 803017235 65.0 02/01/2002 11.500 41,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 25 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 803017268 SIMMONS DONALD 44,200.00 1 404.31 44,200.00
331-02 803017383 REYNOLDS ANALENE 202,700.00 1 1,797.59 201,596.19
331-02 803017391 FIGUEROA ROBERTO I 19,125.00 1 174.94 19,125.00
331-02 803017953 CALDERON JOSE M 67,490.00 1 707.23 67,434.63
331-02 803018134 SMITH MARIO C 185,000.00 1 1,726.94 185,000.00
331-02 803018324 GILLESPIE TODD 57,375.00 7 546.40 57,375.00
331-02 803018506 VOYER PAUL L 90,780.00 1 1,021.98 90,780.00
331-02 803018662 ALSTON JESSE 80,000.00 1 853.81 79,979.52
331-02 803019207 SNOW MAURICE J 102,300.00 1 945.35 102,300.00
331-02 803020197 WAGSTAFF CHARLES C 26,000.00 1 262.45 26,000.00
331-02 803020999 KEEBY THEODORE W JR 25,776.00 1 212.05 25,776.00
331-02 803021617 BAUMGARTNER SAUNA 132,300.00 1 1,161.03 132,300.00
331-02 803023076 SMITH CARMISHA L 66,300.00 1 720.48 66,300.00
331-02 803023795 HARRIS JOHN CHRISTOPHE 48,000.00 1 512.28 48,000.00
331-02 803024074 JOHNSON RUTH A 43,500.00 7 450.14 43,500.00
331-02 803024587 WILSON MELISSA C 155,700.00 7 1,453.43 155,700.00
331-02 803024876 DENNIS LEON 54,460.00 1 467.90 54,434.59
331-02 803025022 COTTEN THOMAS I 30,000.00 1 274.42 29,988.08
331-02 803025253 LOSTER ROBERT 64,000.00 1 670.65 64,000.00
331-02 803025295 NEAL JASON 168,000.00 1 1,776.71 168,000.00
331-02 803025360 GALLEGO MIGUEL 78,500.00 1 792.39 78,500.00
331-02 803026731 VIETMEIER MARVIN L 42,000.00 1 403.95 42,000.00
331-02 803027366 NORRIS ANTHONY 59,200.00 1 530.49 59,200.00
331-02 803028026 MACKLIN WANDA 46,700.00 1 489.37 46,700.00
331-02 803028224 JOHNSON ALLAN W JR 51,300.00 1 450.19 51,300.00
331-02 803028711 JASON JANELLE 51,800.00 1 488.42 51,800.00
331-02 803028893 VARGAS MANUEL F 206,500.00 4 1,793.14 206,406.18
331-02 803029701 TAPIA JOSE 65,700.00 1 552.44 65,700.00
331-02 803029867 PEDREGON IRENE 135,200.00 1 1,262.07 135,200.00
331-02 803030253 HUGHES EVELYN 50,000.00 7 452.70 50,000.00
331-02 803031335 NEIDLINGER ROBERTA A 62,050.00 1 585.06 62,027.27
331-02 803032069 KEYES MARK A 68,000.00 1 712.57 67,981.60
331-02 803032796 STILWELL CHRISTOPHE 71,100.00 1 663.71 71,100.00
331-02 803033497 COLLINS JOSEPH J 41,625.00 3 388.56 41,625.00
331-02 803033612 PARKS JOAN D HEARN 243,000.00 1 2,546.39 243,000.00
331-02 803033695 MCLEOD MICHAEL W 48,750.00 1 473.49 48,750.00
331-02 803034958 UHLHORN CHRISTINE M 85,500.00 1 734.58 85,500.00
331-02 803035054 ANDERSON HELEN B 86,100.00 8 731.84 86,100.00
331-02 803035138 VIZCARRA RENE J 129,200.00 1 1,133.82 129,085.22
331-02 803036573 SMITH DARRYL 140,000.00 3 1,215.69 140,000.00
331-02 803036722 LIGHT ROBERT D 89,250.00 1 935.25 89,250.00
331-02 803036938 JONES HELEN GRACE 76,500.00 1 728.53 76,417.41
331-02 803037233 VINYARD LINDA D 72,000.00 1 611.99 72,000.00
331-02 803037712 JONES JOHNNY 91,800.00 7 865.57 91,766.37
331-02 803037860 DUNHAM KINGDON JOHN 135,000.00 1 1,159.86 135,000.00
331-02 803037886 ZIMMERMAN MICHAEL D 52,000.00 7 544.91 52,000.00
331-02 803037902 HICKEY BRIAN 66,400.00 1 676.62 66,400.00
331-02 803038793 KOSMISKY CAROL 30,375.00 1 283.54 30,375.00
331-02 803040690 MCKECHNIE IAM 73,800.00 1 607.13 73,800.00
331-02 803040880 BLOCK TONYA A 59,200.00 1 631.82 59,200.00
331-02 803042282 MORALES JOSE 81,900.00 1 756.84 81,804.11
331-02 803043744 ROGERS WILLIAM 165,600.00 1 1,703.38 165,600.00
331-02 803045533 PEOPLES JAMES T 93,500.00 1 872.80 93,429.29
331-02 803045582 HENDERSON LUSSETTIE 77,000.00 1 755.19 77,000.00
331-02 803045822 SEARCY HELEN FAITH 78,750.00 1 802.46 78,750.00
331-02 803046770 DYCHE GARTH 105,000.00 3 892.49 105,000.00
331-02 803048206 GOLDING FAITH 129,600.00 1 1,209.79 129,600.00
331-02 803048321 KENNY ELAINE M 63,450.00 1 616.27 62,833.73
331-02 803048750 BROWN LUM E JR 26,100.00 1 309.25 26,095.25
331-02 803049790 GREEK MICHAEL D 78,750.00 1 705.68 78,750.00
331-02 803049873 FAULK TERRY 62,320.00 1 653.05 62,320.00
331-02 803050012 SUCATO DIANE K 480,000.00 1 4,345.95 480,000.00
331-02 803050087 AMPARO CARMEN M 18,900.00 2 190.78 18,900.00
331-02 803050301 SALAZAR JOSE V 106,200.00 5 981.40 106,158.91
331-02 803051002 VANDERFORD ROY 96,000.00 1 987.47 96,000.00
331-02 803051317 MITCHELL SCOTT M 83,000.00 1 587.47 83,000.00
331-02 803052687 KENNAMER CINDY A 59,415.00 1 616.87 59,415.00
331-02 803052794 TRASK MICHAEL P 61,750.00 1 611.50 61,750.00
331-02 803053461 DECKER GARY W 94,350.00 1 819.29 94,350.00
331-02 803054147 JENKINS DEBRA 41,600.00 1 415.93 41,600.00
331-02 803055144 HOTT JANIS A 60,000.00 1 543.24 60,000.00
331-02 803055326 JOHNSON JOHN A 76,500.00 1 643.25 76,500.00
331-02 803058874 CONSTANCE THOMAS C 66,400.00 1 663.89 66,379.36
331-02 803060227 SMITH STEVIE 58,650.00 1 558.54 58,629.09
331-02 803060508 CALDWELL CURTIS R 22,100.00 1 225.20 22,100.00
331-02 803060672 EVANS STACEY D 60,000.00 1 634.54 60,000.00
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 803017268 65.0 03/01/2002 10.500 68,000.00 Y
331-02 803017383 69.8 02/01/2003 10.125 290,000.00 Y
331-02 803017391 75.0 02/01/2002 10.500 25,500.00 N
331-02 803017953 85.0 02/01/2003 12.250 79,400.00 Y
331-02 803018134 89.9 02/01/2002 10.750 205,630.00 Y
331-02 803018324 75.0 02/01/2002 11.000 76,500.00 Y
331-02 803018506 85.0 02/01/2002 13.250 106,800.00 Y
331-02 803018662 80.0 02/01/2002 12.500 100,000.00 Y
331-02 803019207 74.9 02/01/2002 10.625 136,500.00 Y
331-02 803020197 65.0 03/01/2003 11.750 40,000.00 Y
331-02 803020999 84.9 02/01/2002 9.250 30,325.00 Y
331-02 803021617 90.0 02/01/2003 10.000 147,000.00 Y
331-02 803023076 85.0 02/01/2002 12.750 78,000.00 Y
331-02 803023795 80.0 03/01/2002 12.500 60,000.00 Y
331-02 803024074 75.0 03/01/2002 11.750 58,000.00 Y
331-02 803024587 90.0 03/01/2002 10.750 173,000.00 Y
331-02 803024876 70.0 02/01/2003 9.750 77,800.00 Y
331-02 803025022 66.6 03/01/2002 10.500 45,000.00 N
331-02 803025253 80.0 02/01/2003 12.250 80,000.00 Y
331-02 803025295 80.0 02/01/2002 12.375 210,000.00 Y
331-02 803025360 74.7 02/01/2003 11.750 105,000.00 Y
331-02 803026731 54.5 02/01/2002 11.125 77,000.00 Y
331-02 803027366 80.0 03/01/2003 10.250 74,000.00 Y
331-02 803028026 84.9 02/01/2002 12.250 55,000.00 Y
331-02 803028224 90.0 03/01/2003 10.000 57,000.00 Y
331-02 803028711 84.9 02/01/2002 10.875 61,000.00 Y
331-02 803028893 84.9 02/01/2002 9.875 243,000.00 Y
331-02 803029701 90.0 03/01/2002 9.500 73,000.00 Y
331-02 803029867 80.0 03/01/2003 10.750 169,000.00 Y
331-02 803030253 40.0 02/01/2002 10.375 125,000.00 Y
331-02 803031335 85.0 02/01/2002 10.875 73,000.00 Y
331-02 803032069 79.0 02/01/2003 12.250 86,000.00 Y
331-02 803032796 90.0 02/01/2002 10.750 79,000.00 Y
331-02 803033497 75.0 03/01/2002 10.750 55,500.00 N
331-02 803033612 75.9 02/01/2002 12.250 320,000.00 Y
331-02 803033695 65.0 03/01/2002 11.250 75,000.00 Y
331-02 803034958 90.0 02/01/2002 9.750 95,000.00 Y
331-02 803035054 70.0 02/01/2003 9.625 123,000.00 Y
331-02 803035138 85.0 03/01/2003 10.000 152,000.00 Y
331-02 803036573 80.0 03/01/2002 9.875 175,000.00 Y
331-02 803036722 85.0 02/01/2002 12.250 105,000.00 Y
331-02 803036938 85.0 02/01/2002 11.000 90,000.00 Y
331-02 803037233 59.0 03/01/2003 9.625 122,000.00 Y
331-02 803037712 85.0 02/01/2002 10.875 108,000.00 Y
331-02 803037860 75.0 02/01/2003 9.750 180,000.00 Y
331-02 803037886 80.0 03/01/2002 12.250 65,000.00 Y
331-02 803037902 80.0 03/01/2002 11.875 83,000.00 Y
331-02 803038793 90.0 02/01/2002 10.750 33,750.00 Y
331-02 803040690 90.0 03/01/2002 9.250 82,000.00 Y
331-02 803040880 80.0 02/01/2002 12.500 74,000.00 Y
331-02 803042282 90.0 12/01/2001 10.625 91,000.00 Y
331-02 803043744 75.7 03/01/2003 12.000 218,583.00 Y
331-02 803045533 85.0 03/01/2002 10.750 110,000.00 Y
331-02 803045582 84.1 02/01/2002 11.375 91,500.00 Y
331-02 803045822 75.0 03/01/2002 11.875 105,000.00 Y
331-02 803046770 75.0 02/01/2002 9.625 140,000.00 Y
331-02 803048206 80.0 02/01/2003 10.750 162,000.00 Y
331-02 803048321 90.0 02/01/2003 11.250 70,500.00 Y
331-02 803048750 50.0 02/01/2003 14.000 52,200.00 N
331-02 803049790 90.0 03/01/2003 10.250 87,500.00 Y
331-02 803049873 80.0 02/01/2003 12.250 77,900.00 Y
331-02 803050012 80.0 02/01/2003 10.375 600,000.00 Y
331-02 803050087 70.0 02/01/2002 11.750 27,000.00 Y
331-02 803050301 90.0 01/01/2003 10.625 118,000.00 Y
331-02 803051002 80.0 03/01/2003 12.000 120,000.00 Y
331-02 803051317 66.4 03/01/2003 7.625 125,000.00 Y
331-02 803052687 85.0 02/01/2002 12.125 69,900.00 Y
331-02 803052794 64.6 03/01/2002 11.500 95,500.00 Y
331-02 803053461 85.0 03/01/2002 9.875 111,000.00 Y
331-02 803054147 74.9 02/01/2002 11.625 55,500.00 Y
331-02 803055144 70.5 03/01/2002 10.375 85,000.00 Y
331-02 803055326 90.0 03/01/2002 9.500 85,000.00 Y
331-02 803058874 80.0 02/01/2002 11.625 83,000.00 Y
331-02 803060227 85.0 02/01/2002 11.000 69,000.00 Y
331-02 803060508 65.0 03/01/2002 11.875 34,000.00 N
331-02 803060672 80.0 03/01/2002 12.375 75,000.00 Y
</TABLE>
<PAGE>
ALLIANCE FUNDING PAGE 26 3/29/00
A DIVISION OF SUPERIOR BANK FSB
SALE SCHEDULE A - GROUP 2
2000-1 INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 3/28/2000
<TABLE>
<CAPTION>
Principal Type of Scheduled Cut-off Date
Balance at Mortgaged Payment Principal
Pool ID Account Name Origination Property Int & Prin Balance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 803060953 RIST EDMUND 32,300.00 1 332.24 32,300.00
331-02 803060987 SNELL RON H 145,000.00 1 1,491.49 145,000.00
331-02 803062991 HEDGPETH JANET M 72,000.00 1 665.35 72,000.00
331-02 803063031 HAYS KENNETH E 84,000.00 5 737.17 83,962.83
331-02 803063122 BROWN PATRICIA E 76,125.00 8 775.71 76,102.61
331-02 803065127 YOUNG JAMES W 97,750.00 1 903.30 97,750.00
331-02 803065804 MILLER ROBERT H 45,000.00 7 520.27 45,000.00
331-02 803067461 ARTHUR MICHAEL C 100,500.00 8 995.24 100,500.00
331-02 803068345 BOWLING KEVIN R 33,400.00 1 308.65 33,091.35
331-02 803068790 JENKINS SANDY 39,100.00 1 368.67 39,100.00
331-02 803069327 COPLEY TAMMY 46,400.00 1 486.22 46,374.77
331-02 803069590 FLETCHER DUANE B 42,180.00 1 417.70 42,180.00
331-02 803071414 WILLOCHELL FRANK R 46,750.00 1 489.89 46,750.00
331-02 803076165 MELENDEZ DORIS E 73,700.00 1 743.94 73,677.71
331-02 803076215 BASSETT JEFFREY C 105,600.00 1 1,005.65 105,600.00
331-02 803076272 MEITL JAMES R 301,130.00 1 2,782.73 301,130.00
331-02 803076348 SHEPARD V E 99,000.00 1 796.58 99,000.00
331-02 803077296 DAVIS JAMES D 52,000.00 1 539.89 52,000.00
331-02 803078369 CLARKSON KIM E 28,000.00 2 288.01 27,983.90
331-02 803084433 WEARY PHILLIP N 49,500.00 1 471.40 49,500.00
331-02 803085489 DURAY MARK 143,938.00 1 1,343.63 143,883.81
331-02 803086297 SZYMANSKI JOSEPH M 210,000.00 1 1,804.22 210,000.00
331-02 803089101 KNOUSE LARRY D 82,500.00 1 591.04 82,500.00
331-02 803090356 MCKENZIE AMARICKO M 81,000.00 4 756.12 81,000.00
331-02 803090372 CARR LONNIE C 195,500.00 8 1,770.07 195,500.00
331-02 803090596 ZALESKI WALTER 81,600.00 3 686.14 81,600.00
331-02 803091065 MIECZNIKOWSK JOHN 66,300.00 1 681.97 66,300.00
331-02 803091354 BLEA CAROL J 99,900.00 1 885.94 99,900.00
331-02 803091727 HROVAT EDWARD F 93,750.00 3 946.32 93,750.00
331-02 803093335 ESTRADA MARIO M 91,800.00 1 831.16 91,800.00
331-02 803094986 DENMAN DARWIN 55,500.00 1 451.57 55,500.00
331-02 803098177 FLANDERS MICHAEL R 43,265.00 1 453.37 43,265.00
331-02 803098938 MEJIA JORGE M 195,500.00 1 1,861.79 195,500.00
331-02 803099324 MAYNARD TIMOTHY L 114,750.00 1 1,103.64 114,670.01
331-02 803099647 GREEN CONSTANCE E 80,000.00 1 665.40 79,918.88
331-02 803103837 PUITE CURT D 167,200.00 1 1,703.77 167,200.00
331-02 803105501 DYKSTRA BRENT 45,050.00 6 445.62 45,050.00
331-02 803108141 SHEFFLER CHARLES W 75,600.00 1 698.62 75,541.26
331-02 803110147 VILLEGAS ROMAN A 97,750.00 1 760.29 97,750.00
331-02 803114305 BOZSAN JOHN G 70,500.00 1 738.77 70,461.64
331-02 803115682 HARTMAN CINDY 96,050.00 1 932.90 96,050.00
331-02 803117407 HARRIS ANNA L 55,250.00 1 589.66 55,221.57
331-02 803121862 BATES CORENE GAIL 150,875.00 1 1,436.82 150,875.00
331-02 803122431 ALVAREZ CONSTANCIA 112,500.00 4 1,114.08 112,427.74
331-02 803127323 SCHANK GARY A SR 38,800.00 1 399.10 38,800.00
331-02 803132406 WILLIAMS JOSEPH M 94,987.00 1 1,032.22 94,987.00
331-02 803132539 ALLY CHRISTOPHE 124,555.00 3 1,221.59 124,555.00
331-02 803137850 WILLIAMS KENNETH A 258,750.00 1 2,686.46 258,750.00
331-02 803145812 WEBB BRUCE 243,000.00 3 2,110.09 243,000.00
---------------------------------------------------- -----------------------------
707 Sale Total 65,164,320.00 628,060.34 65,138,966.38
331-31 8000323876 SMITH MICHAEL D 70,700.00 1 734.04 70,660.45
331-31 8000396278 SWAN PEGGIE M. 44,400.00 1 439.69 44,400.00
331-31 8000404015 SMELSER KEVIN R. 103,900.00 1 902.21 103,805.21
331-31 8000404023 WOOD NICKI 34,800.00 1 347.94 34,778.27
331-31 8000452600 REEVES ANDERSON SR 48,900.00 1 479.59 48,900.00
331-31 8000474356 PAYNE TRACY A 40,000.00 1 354.73 40,000.00
331-31 8000475460 FUQUA GREGORY 119,700.00 1 1,219.74 119,700.00
---------------------------------------------------- -----------------------------
7 Sale Total 462,400.00 4,477.94 462,243.93
966 Grand Total Group 2 90,337,174.00 871,946.66 90,300,887.85
<CAPTION>
Original Next Current Property
LTV Adjustment Mortgage Value at Owner
Pool ID Account Ratio Date Rate Origination Occupied
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
331-02 803060953 85.0 03/01/2003 12.000 38,000.00 Y
331-02 803060987 70.7 02/01/2003 12.000 205,000.00 Y
331-02 803062991 80.0 02/01/2002 10.625 90,000.00 Y
331-02 803063031 80.0 02/01/2003 10.000 105,000.00 N
331-02 803063122 75.0 02/01/2002 11.875 101,500.00 Y
331-02 803065127 85.0 03/01/2003 10.625 115,000.00 Y
331-02 803065804 75.0 03/01/2002 13.375 60,000.00 Y
331-02 803067461 62.4 03/01/2002 11.500 161,000.00 Y
331-02 803068345 80.0 02/01/2002 10.625 41,750.00 Y
331-02 803068790 85.0 03/01/2002 10.875 46,000.00 Y
331-02 803069327 80.0 03/01/2002 12.250 58,000.00 Y
331-02 803069590 74.0 03/01/2003 11.500 57,000.00 Y
331-02 803071414 85.0 03/01/2002 12.250 55,000.00 Y
331-02 803076165 89.9 01/01/2003 11.750 81,900.00 Y
331-02 803076215 80.0 03/01/2003 11.000 132,000.00 Y
331-02 803076272 89.2 02/01/2002 10.625 337,536.00 Y
331-02 803076348 76.1 03/01/2002 9.000 130,000.00 Y
331-02 803077296 80.0 03/01/2002 12.125 65,000.00 Y
331-02 803078369 70.0 03/01/2002 12.000 40,000.00 Y
331-02 803084433 75.0 03/01/2002 11.000 66,000.00 N
331-02 803085489 90.0 02/01/2002 10.750 159,931.00 Y
331-02 803086297 75.0 03/01/2002 9.750 280,000.00 Y
331-02 803089101 74.3 03/01/2003 7.750 111,000.00 Y
331-02 803090356 90.0 03/01/2002 10.750 90,000.00 Y
331-02 803090372 85.0 03/01/2002 10.375 230,000.00 Y
331-02 803090596 85.0 03/01/2002 9.500 96,000.00 Y
331-02 803091065 65.0 03/01/2003 12.000 102,000.00 Y
331-02 803091354 90.0 03/01/2002 10.125 111,000.00 Y
331-02 803091727 75.0 02/01/2002 11.750 125,000.00 N
331-02 803093335 90.0 03/01/2002 10.375 102,000.00 Y
331-02 803094986 75.0 03/01/2002 9.125 74,000.00 Y
331-02 803098177 85.0 03/01/2002 12.250 50,900.00 Y
331-02 803098938 85.0 03/01/2002 11.000 230,000.00 Y
331-02 803099324 85.0 03/01/2002 11.125 135,000.00 Y
331-02 803099647 61.5 01/01/2002 9.375 130,000.00 Y
331-02 803103837 80.0 03/01/2002 11.875 209,000.00 Y
331-02 803105501 85.0 03/01/2002 11.125 53,000.00 Y
331-02 803108141 90.0 03/01/2002 10.625 84,000.00 Y
331-02 803110147 85.0 03/01/2002 8.625 115,000.00 Y
331-02 803114305 85.9 03/01/2002 12.250 82,000.00 Y
331-02 803115682 85.0 03/01/2002 11.250 113,000.00 Y
331-02 803117407 80.0 03/01/2002 12.500 69,000.00 Y
331-02 803121862 85.0 03/01/2002 11.000 177,500.00 Y
331-02 803122431 90.0 03/01/2003 11.500 125,000.00 Y
331-02 803127323 80.0 03/01/2002 12.000 48,500.00 Y
331-02 803132406 75.9 03/01/2003 12.750 125,000.00 Y
331-02 803132539 85.9 03/01/2002 11.375 145,000.00 Y
331-02 803137850 75.0 03/01/2002 12.125 345,000.00 Y
331-02 803145812 90.0 03/01/2003 9.875 270,000.00 Y
-------------------- ------------------------
707 81.2 11.136 81,683,446.00
331-31 8000323876 80.8 12/01/2001 12.125 87,500.00 Y
331-31 8000396278 80.7 02/01/2002 11.500 55,000.00 Y
331-31 8000404015 89.9 03/01/2002 9.875 115,500.00 Y
331-31 8000404023 84.8 02/01/2002 11.625 41,000.00 Y
331-31 8000452600 85.7 03/01/2002 11.375 57,000.00 Y
331-31 8000474356 56.3 03/01/2002 10.125 71,000.00 Y
331-31 8000475460 80.8 03/01/2002 11.875 148,000.00 Y
-------------------- ------------------------
7 81.5 11.205 575,000.00
966 80.9 11.155 113,793,357.00
</TABLE>
<PAGE>
EXHIBIT I
REQUEST FOR RELEASE OF DOCUMENTS
_____________, 20__
To: [Indenture Trustee]
[Custodian]
Re: Sale and Servicing Agreement, dated as of March 1, 2000 (the "Sale
and Servicing Agreement"), among Superior Bank FSB, as Seller and
Servicer, AFC Trust Series 2000-1, as Issuer, and LaSalle Bank
National Association, as Indenture Trustee relating to AFC Mortgage
Loan Asset Backed Notes, Series 2000-1
In connection with the administration of the pool of Mortgage Loans
held by you as Indenture Trustee or by the Custodian as your agent for the
benefit of Noteholders pursuant to the Sale and Servicing Agreement, we request
the release, and acknowledge receipt, of the (Trustee's Mortgage File/[specify
document]) for the Mortgage Loan described below, for the reason indicated.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number:
Reason for Requesting Documents (check one)
____ 1. Mortgage Loan Paid in Full
(Servicer hereby certifies that all amounts received in connection
therewith have been credited to the Principal and Interest Account
with respect to each Group and remitted to the Indenture Trustee for
deposit into the related Note Distribution Account pursuant to the
Sale and Servicing Agreement.)
____ 2. Mortgage Loan Liquidated
(Servicer hereby certifies that all proceeds of foreclosure,
insurance or other liquidation have been finally received and
credited to the Principal and Interest Account and remitted to the
Indenture Trustee for deposit into the related Note Distribution
Account pursuant to the Sale and Servicing Agreement.)
____ 3. Mortgage Loan in Foreclosure
<PAGE>
____ 4. Mortgage Loan repurchased pursuant to Section 11.01 of the Sale and
Servicing Agreement.
____ 5. Mortgage Loan repurchased or substituted pursuant to Article II or
III of the Sale and Servicing Agreement (Servicer hereby certifies
that the repurchase price or Substitution Adjustment has been
credited to the related Principal and Interest Account and remitted
to the Indenture Trustee for deposit into the Note Distribution
Account pursuant to the Sale and Servicing Agreement.)
____ 6. Other (explain) _________________________________
If box l or 2 above is checked, and if all or part of the Trustee's
Mortgage File was previously released to us, please release to us our previous
receipt on file with you, as well as any additional documents in your possession
relating to the above specified Mortgage Loan.
If box 3, 4, 5 or 6 above is checked, upon our return of all of the
above documents to you as Indenture Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement.
[SERVICER]
By: _________________________________
Name: ______________________________
Title: _____________________________
Documents returned to Indenture Trustee or Custodian:
_______________
[Indenture Trustee][Custodian]
By: ________________
Date: _____________
-2-
<PAGE>
EXHIBIT J
[RESERVED]
<PAGE>
EXHIBIT K
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, __________________________, of
____________________ (the "Seller"), do hereby constitute and appoint LaSalle
Bank National Association, as the true and lawful attorney, for the Seller and
in its name, place and stead, to record the assignments of mortgage with respect
to the Mortgage Loans pledged to LaSalle Bank National Association, as indenture
trustee (the "Indenture Trustee"), under that Indenture dated as of March 1,
2000 by and between the Issuer and the Indenture Trustee, and to do and perform
all other things and acts relating to such assignments of mortgage as may be
necessary to effectuate the transfer of such Mortgage Loans to the Indenture
Trustee, including the execution and delivery of new assignments of mortgage
where necessary to comply with applicable real estate recording laws at the time
of recordation.
This power of attorney is irrevocable and is coupled with an interest in
the Mortgage Loans, and it may at all times be relied upon by any person, firm
or corporation dealing with the attorney named herein as remaining in full force
and effect, and such person, firm or corporation shall have no liability to the
Seller with respect thereto.
WITNESS the following signature this ___ day of __________, 200_.
___________________________
By:
Name:
Title:
STATE OF ________________
COUNTY OF ______________, to wit:
I, ___________________, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that ______________________, who acknowledged
himself to be the _______________ of _____________________, a ______________
corporation, personally appeared before me in the jurisdiction aforesaid and
that he as such __________________ executed the foregoing instrument on behalf
of said corporation for the purposes therein contained.
Witness my hand and official seal to this ____ day of ___________,
200_.
_______________________ (SEAL)
Notary Public
My Commission Expires:
<PAGE>
EXHIBIT L
[RESERVED]
<PAGE>
EXHIBIT M
FORM OF LIQUIDATION REPORT
Customer Name:
Account Number:
Original Principal Balance:
1. Liquidation Proceeds
Principal Prepayment $______
Property Sale Proceeds ______
Insurance Proceeds ______
Other (Itemize) ______
Total Proceeds $______
2. Servicing Advances $______
Monthly Advances ______
Servicing Fees ______
Annual Trustee Expense Amount ______
Total Advances $______
3. Net Liquidation Proceeds $______
(Line 1 minus Line 2)
4. Principal Balance of the Mortgage
Loan on date of liquidation $______
5. Realized Loss, if any $______
(Line 4 minus Line 3)
6. For Permanent Buydown Companion Loans (if any):
Loss on Permanent Buydown Companion Loan: $______
<PAGE>
EXHIBIT N
FORM OF DELINQUENCY REPORT
DELINQUENCY AND FORECLOSURE INFORMATION
<TABLE>
<CAPTION>
REO FORECLOSURES
---------------------------------------------------------------------
OUTSTANDING # # OF # OF OUTSTANDING # OF OUTSTANDING
INVESTOR DOLLARS ACCT RANGES AMOUNT ACCTS. PCT ACCTS. DOLLARS % ACCTS DOLLARS %
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AFC Trust Series
2000-1 30 TO 59 DAYS
60 TO 89 DAYS
90 AND OVER
TOTALS
</TABLE>
<PAGE>
EXHIBIT O
NOTE INSURANCE POLICY
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
SURETY BOND
Issuer: AFC Trust Series 2000-1 Policy Number: 00010174
Control Number: 0010001
Insured Obligations:
$239,000,000 in principal amount
of AFC Mortgage Loan Asset Backed
Notes, Series 2000-1, Class 1A and
2A Notes (the "Notes")
Trustee: LaSalle Bank National Association, as Indenture Trustee
Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of its receipt of the Deposit Premium and
subject to the terms of this Surety Bond, hereby unconditionally and irrevocably
agrees to pay each Insured Payment to the Indenture Trustee named above or its
successor, as indenture trustee for the Holders of the Notes, to the extent set
forth in the Indenture and the Sale and Servicing Agreement.
Financial Guaranty will make an Insured Payment (other than that portion of an
Insured Payment constituting a Preference Amount) out of its own funds by 2:00
p.m. (New York City Time) in immediately available funds to the Indenture
Trustee on the later of (i) the Business Day next following the day on which
Financial Guaranty shall have received Notice that an Insured Payment is due and
(ii) the Payment Date on which the Insured Payment is payable to Noteholders
pursuant to the Indenture and the Sale and Servicing Agreement, for disbursement
to such Noteholders in the same manner as other payments with respect to the
Notes are required to be made. Any Notice received by Financial Guaranty after
2:00 p.m. New York City time on a given Business Day or on any day that is not a
Business Day shall be deemed to have been received by Financial Guaranty on the
next succeeding Business Day.
Upon such payment, Financial Guaranty shall be fully subrogated to the rights of
the Noteholders to receive the amount so paid. Financial Guaranty's obligations
hereunder with respect to each Payment Date shall be discharged to the extent
funds consisting of the Insured Payment are received by the Indenture Trustee on
behalf of the Noteholders for payment to such Noteholders, as provided in the
Indenture and the Sale and Servicing Agreement and herein, whether or not such
funds are properly applied by the Indenture Trustee.
Form 9109
Page 1 of 4
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
SURETY BOND
If the payment of any portion or all of any amount that is insured hereunder is
voided pursuant to a final order of a court exercising proper jurisdiction in an
insolvency proceeding to the effect that the Indenture Trustee or a Noteholder,
as the case may be, is required to return any such payment or portion thereof
prior to the expiration date of this Surety Bond because such payment was voided
under the U.S. Bankruptcy Code, with respect to which order the appeal period
has expired without an appeal having been filed (a "Final Order"), and, as a
result, the Indenture Trustee or any Noteholder is required to return such
voided payment, or any portion of such voided payment made in respect of the
Notes (a "Preference Amount"), Financial Guaranty will pay on the guarantee
described in the first paragraph hereof, an amount equal to each such Preference
Amount, on the second Business Day following receipt by Financial Guaranty of
(x) a certified copy of the Final Order, (y) an assignment, in form reasonably
satisfactory to Financial Guaranty, irrevocably assigning to Financial Guaranty
all rights and claims of the Indenture Trustee and/or such Noteholder relating
to or arising under such Preference Amount and appointing Financial Guaranty as
the agent of the Indenture Trustee and/or such Noteholder in respect of such
Preference Amount, and (z) a Notice appropriately completed and executed by the
Indenture Trustee or such Noteholder, as the case may be. Such payment shall be
made to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Final Order and not to the Indenture Trustee or Noteholder directly
(unless a Noteholder has previously paid such amount to such receiver,
conservator, debtor- in-possession or trustee named in such Final Order in which
case payment shall be made to the Indenture Trustee for distribution to the
Noteholder upon proof of such payment reasonably satisfactory to Financial
Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaranty
be (i) required to make any payment under this Surety Bond in respect of any
Preference Amount to the extent such Preference Amount is comprised of amounts
previously paid by Financial Guaranty hereunder, or (ii) obligated to make any
payment in respect of any Preference Amount, which payment represents a payment
of the principal amount of the Notes, prior to the time Financial Guaranty
otherwise would have been required to make a payment in respect of such
principal.
Financial Guaranty shall make payments due in respect of Preference Amounts
prior to 2:00 p.m. New York city time on the second Business Day following
Financial Guaranty's receipt of the documents required under clauses (x) through
(z) of the preceding paragraph. Any such documents received by Financial
Guaranty after 2:00 p.m. New York City time on a given Business Day or on any
day that is not a Business Day shall be deemed to have been received by
Financial Guaranty on the next succeeding Business Day. All payments made by
Financial Guaranty hereunder in respect of Preference Amounts will be made with
Financial Guaranty's own funds.
This Surety Bond is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Surety Bond is not refundable for any reason,
including the payment of the Notes prior to their respective maturities. This
Surety Bond shall expire and terminate without any action
Form 9109
Page 2 of 4
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
SURETY BOND
on the part of Financial Guaranty or any other Person on the date that is one
year and one day following the date on which the Notes shall have been paid in
full.
The Deposit Premium shall be due and payable on the date hereof, and a monthly
premium shall be due and payable as provided in the Sale and Servicing
Agreement.
This Surety Bond is subject to and shall be governed by the laws of the State of
New York. The proper venue for any action or proceeding on this Surety Bond
shall be the County of New York, State of New York. The insurance provided by
this Surety Bond is not covered by the New York Property/Casualty Insurance
Security Fund (New York Insurance Code, Article 76).
Capitalized terms used and not defined herein shall have the respective meanings
set forth in the Sale and Servicing Agreement. "Notice" means a written notice
in the form of Exhibit A to this Surety Bond by registered or certified mail or
telephonic or telegraphic notice, subsequently confirmed by written notice
delivered via telecopy, telex or hand delivery from the Indenture Trustee to
Financial Guaranty specifying the information set forth therein. "Noteholder"
means, as to a particular Note, the person, other than the Issuer, the Servicer,
any Subservicer or the Seller who, on the applicable Payment Date is entitled
under the terms of such Note to payment thereof. "Sale and Servicing Agreement"
means the Sale and Servicing Agreement by and between AFC Trust Series 2000-1,
as Issuer, Superior Bank FSB, as Seller and Servicer, and LaSalle Bank National
Association, as Indenture Trustee, dated as of March 1, 2000. "Indenture" means
the Indenture by and between the Issuer and LaSalle Bank National Association,
as Indenture Trustee, dated as of March 1, 2000.
In the event that payments under any Note are accelerated, nothing herein
contained shall obligate Financial Guaranty to make any payment of principal or
interest on such Notes on an accelerated basis, unless such acceleration of
payment by Financial Guaranty is at the sole option of Financial Guaranty; it
being understood that a payment shortfall in respect of the redemption of the
Notes by reason of the purchase by the Servicer pursuant to Section 11.01 of the
Sale and Servicing Agreement does not constitute acceleration for the purposes
hereof.
Form 9109
Page 3 of 4
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
SURETY BOND
IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its corporate seal and to be signed by its duly authorized officer in
facsimile to become effective and binding upon Financial Guaranty by virtue of
the countersignature of its duly authorized representative.
President Authorized Representative
Effective Date: March 28, 2000
Form 9109
Page 4 of 4
<PAGE>
EXHIBIT A
NOTICE
To: Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
Attention: General Counsel
Telephone: (212) 312-3000
Telecopier: (212) 312-3220
Re: AFC Trust Series 2000-1,
AFC Mortgage Loan Asset Backed
Notes, Series 2000-1
Policy No.
Determination Date: ________________________
Payment Date: ________________________
We refer to that certain Sale and Servicing Agreement dated as of March 1, 2000,
by and between AFC Trust Series 2000-1, as Issuer, Superior Bank FSB, as Seller
and Servicer, and LaSalle Bank National Association, as Indenture Trustee (the
"Sale and Servicing Agreement"), relating to the above referenced Notes. All
capitalized terms not otherwise defined herein or in the Surety Bond shall have
the same respective meanings assigned to such terms in the Sale and Servicing
Agreement.
(a) As of the Determination Date and based upon the Servicer's Certificate for
such Determination Date, the Indenture Trustee has determined under the Sale and
Servicing Agreement that in respect of the Payment Date set forth above:
(i) The Class A Interest Remittance Amount with respect to the related
Class of Class A Certificates with respect to Group [1][2] due and owing is
$___________;
(ii) The Class A Principal Remittance Amount with respect to the related
Class of Class A Certificates with respect to Group [1][2], due and owing is
$__________;
(iii) The Available Remittance Amount (minus the amount withdrawable from
the Group [1][2] Note Distribution Account to pay the Note Insurer pursuant to
Section 6.02(i) of the Agreement and as reduced by any portion thereof that has
been deposited in the Group [1][2] Note Distribution Account but may not be
withdrawn therefrom pursuant to an order of a United States bankruptcy court of
competent jurisdiction imposing a stay pursuant to Section 362 of the United
States Bankruptcy Code) is $__________;
<PAGE>
(iv) The lesser of (1) the sum of the (a) Excess Spread to be deposited
into the Group [1][2] Note Distribution Account pursuant to Section 5.04(i) of
the Agreement, (b) the Net Excess Spread from the other Group and (c) the Excess
Principal from the other Group and (2) the Subordinated Amount with respect to
the related Group, is $_________;
(v) The aggregate amount of unreimbursed Insured Payments (including any
portion constituting Preference Amounts), together with the aggregate portion of
the items described in clauses (i) and (ii) above that represents interest
accrued in respect of Insured Payments in accordance with the definition of
Class A Carry-Forward Amount in the Agreement, is $_________;
(vi) The additional portion of the Amount Available constituting Excess
Spread available to pay the Class A Interest Remittance Amount with respect to
all related Classes of Class A Notes pursuant to Sections 6.06(c)(A)(Y)(i) with
respect to Group I and Section 6.06(c)(B)(Y)(i) with respect to Group 2 is
$_________; and
(vii) The aggregate amount to be withdrawn from the Group [1][2] Reserve
Account and deposited into the Group [1][2] Note Distribution Account pursuant
to Section 6.14 of the Agreement is $__________.
(viii)On the maturity date for the Class A Notes, to the extent not
otherwise covered in clauses (i) through (vi) above, any remaining unpaid
principal or interest on the Class A Notes.
Please be advised that the amounts described in clauses (i), (ii) and
(viii) above collectively exceed the amounts described in clauses [prior to the
Cross-Over Date, (iii), (iv) (v)] [on or after the Cross-Over Date, clauses
(iii), (v), (vi)] and (vii) above by $___________.
Accordingly, pursuant to the Sale and Servicing Agreement, this statement
constitutes a notice for payment of an Insured Payment in the amount of
$___________ under the Surety Bond.
[Attached hereto is a copy of the Final Order in connection with a Preference
Amount in the amount set forth therein, together with an assignment of rights
and appointment of agent.]
(b) No payment claimed hereunder is in excess of the amount payable under the
Surety Bond.
The amount requested in this Notice should be paid to: [Payment
Instructions]
Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing
any materially false information or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act, which is a crime, and shall also be subject to a civil penalty not to
exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for
each such violation.
<PAGE>
IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Notice this ____ day of ________________________.
___________________________________,
as Indenture Trustee
By: ________________________________
Title: _____________________________
<PAGE>
EXHIBIT P
RESERVED
<PAGE>
EXHIBIT Q
FORM OF SERVICER'S MONTHLY REMITTANCE REPORT
TO INDENTURE TRUSTEE
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 1
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 1 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
1 Total Actual Principal Collections
2 Total Permanent Buydown Companion Interest
3 Total Actual Interest Collections
4 Less Service Fees Service Fees Previously Remitted
5 Additional Proceeds
------------------
6 Total Collections: 0.00
7 Pre-Funding Account Transfer
8 Interest Coverage Account Transfer
9 Deferred Interest Coverage Account Transfer
------------------
10 Aggregate Amount Received: 0.00
Monthly Advances
11 Interest Advance
12 Compensating Interest
13 Amounts Held for Future Distributions
14 Cross Collateral Deposit
15 Reserve Withdrawal per Sec. 6.14c
------------------
16 Available Remittance Amount: 0.00
17 Service Fees
18 Expense Account Deposit:
------------------
19 Adjusted Remittance Amount: 0.00
Remaining Amount Available:
20 Adjusted Remittance Amount 0.00
21 Insured Payments 0.00
22 Monthly Premium @ 20 bp
due Certificate Insurer
23 Cross Collateral Withdrawal 0.00
24 Class Remittance Amounts 0.00
25 Non-Recoverable Advances not
Previously Reimbursed 0.00
------------------
Total Remaining Amount Available: 0.00
==================
Amount of Reimbursements Pursuant to Sec. 5.04
26 Servicing Fee 0.00
27 Monthly Advances and Servicer Advances 0.00
28 Other Mortgage Payments 0.00
29 Interest Earned on P&I Deposits 0.00
30 Additional Servicing Compensation 0.00
- --------------------------------------------------------------------------------
Page 1 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 1
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 1 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL CLASS 1A EQUITY CERTIFICATE
----- -------- ------------------
<S> <C> <C> <C>
31 Loans Outstanding - BOM
32 Original Loan Balance 65,333,204.47 65,333,204.47
34 Pre-Funding Account Balance 39,929,953.43 39,929,953.43
35 Initial Overcollateralization 5,263,157.90 5,263,157.90
36 Realized Losses, LTD 0.00 0.00
38 Carryforward Amount 0.00 0.00
39 Aggregate Unpaid Principal Balance of Delinquent
Loans Repurchased per Sec. 5.11 0.00 0.00
---------------------------------------------------------------
40 Total Class Note Principal Balance 100,000,000.00 100,000,000.00
41 Group Factor per Loan Balance 65.3332045% 65.3332045%
42 Group Factor per Class Note Balance 100.0000000% 100.0000000%
43 Excess Spread 0.00
44 Cross Collateral Withdrawal 0.00 0.00
45 Cross Collateral Deposit 0.00 0.00
46 Additional Principal due Note A 0.00
47 Interest Remittance @ Pass-Through Rates
PRINCIPAL ADDITIONS:
48 Number of loans 0
49 Transfers from Pre-Funding Account 0.00
PRINCIPAL REDUCTIONS:
50 Prepayments - Number 0
51 Prepayments - Dollar 0.00
52 Delinquent Loans Repurchased - Number 0 0.00
53 Delinquent Loans Repurchased - Dollar 0.00 0.00
54 Net Liquidation Proceeds 0.00 0.00
55 Curtailments 0.00
56 Normal and Excess Payments 0.00 0.00
57 Pre-Funding Account Transfer 0.00 0.00
---------------------------------------------------------------
58 Total Principal Remittance 0.00 0.00
59 Additional Principal Reduction 0.00 0.00
---------------------------------------------------------------
60 Total Remittance 0.00 0.00 0.00
-==============================================================
61 Current Month Realized Loss - Number 0 0
62 Current Month Realized Loss - Dollar 0.00 0.00
61 LTD Realized Loss - Number 0
62 LTD Realized Loss - Dollar 0.00
CLASS NOTE PRINCIPAL BALANCE - EOM
64 Loans Outstanding - EOM 0
65 Closing Loan Balance 65,333,204.47 65,333,204.47
67 Pre-Funding Account Balance * 39,929,953.43 39,929,953.43
68 Additional Principal Reduction, LTD 5,263,157.90 5,263,157.90
69 Realized losses, LTD 0.00 0.00
71 Aggregate Unpaid Principal Balance of Delinquent
72 Loans Repurchased per Sec. 5.11 0.00 0.00
---------------------------------------------------------------
73 Total Class Note Principal Balance 100,000,000.00 100,000,000.00
74 Group Factor per Loan Balance 65.3332045% 65.3332045%
75 Group Factor per Class Note Balance 100.0000000% 100.0000000%
- --------------------------------------------------------------------------------------------------------------------------
TOTAL CLASS A-1
</TABLE>
Page 2 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 1
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 1 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
76 Weighted Note Rate - THIS Remittance
77 Weighted Note Rate - NEXT Remittance
78 Related Remittance Period for Libor Rate thru
79 Days in Related Period
80 Pass-Through Rates
81 Weighted Average Remaining Term
82 Original Pool - Principal Balance 65,333,204.47 65,333,204.47
84 Original Pool - Pre-Funding Account 39,929,953.43 39,929,953.43
85 Original Pool - Additional Principal Reduction 5,263,157.90 5,263,157.90
---------------------------------------------------------------
86 Original Pool Total 100,000,000.00 100,000,000.00
87 Original Pool - Number of Loans
------------------------------------------------------------------------------------------------------
CLASS A OVERCOLLATERALIZATION RECONCILIATION
Beg.of Month Current Month End of Month
----------------------------------------------------
88 Additional Principal Reduction, LTD 0.00 0.00
89 Cross Collateral Deposits 0.00 0.00 0.00
90 Realized Losses, LTD 0.00 0.00 0.00
----------------------------------------------------
92 Overcollateralization of Principal 0.00 0.00 0.00
====================================================
93 Base Overcollateralization Required 10,052,631.58
94 Required Overcollateralization Amount 10,052,631.58
AGGREGATE OVERCOLLATERALIZATION RECONCILIATION
Beg.of Month Current Month End of Month
----------------------------------------------------
95 Class 1A Overcollateralization of Principal 0.00 0.00 0.00
96 Class 2A Overcollateralization of Principal 0.00
------------------------------------------------------------------------------------------------------
97 Overcollateralization of Principal 0.00 0.00 0.00
=====================================================
98 Base Aggregate Overcollateralization Required 21,714,928.38
99 Required Aggregate Overcollateralization Amount 21,714,928.38
CURRENT MONTH SUBORDINATED AMOUNT
Beg.of Month Current Month End of Month
----------------------------------------------------
100 Original Subordinated Amount 16,052,631.58 N/A 16,052,631.58
101 Less: Cumulative Realized Losses 0.00 0.00 0.00
102 Plus: Cumulative Additional Proceeds 0.00 0.00 0.00
----------------------------------------------------
103 Current Subordinated Amount 16,052,631.58 16,052,631.58
====================================================
NONRECOVERABLE ADVANCE RECONCILIATION
104 Beginning of Month 0.00
105 Current Month Unpaid Nonrecoverable Advance 0.00
106 Less: Current Month Reimbursement 0.00
-----------------
107 End of Month 0.00
------------------------------------------------------------------------------------------------------
CLASS
</TABLE>
Page 3 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 1
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 1 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL A1
---------------------------------
<S> <C> <C>
108 Total Class Note Principal - Original Pool $100,000,000.00 $100,000,000.00
109 Interest Remittance Amount 0.00 0.00
110 Interest Rate Factor / 1000
111 Total Principal Collections 0.00 0.00
112 Prefunding Account Transfer 0.00 0.00
113 Additional Principal Reduction 0.00 0.00
---------------------------------
114 Principal Remittance Amount 0.00 0.00
115 Principal Payment Factor/1000
116 Principal Factor 0.000000
117 Prior Month Principal Factor 000.000000
- ----------------------------------------------------------------------------------
</TABLE>
Page 4 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 2
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND
SERVICING AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 2 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
1 Total Actual Principal Collections
3 Total Actual Interest Collections
4 Less Service Fees Service Fees Previously Remitted
5 Additional Proceeds
------------------
6 Total Collections: 0.00
7 Pre-Funding Account Transfer
8 Interest Coverage Account Transfer
9 Deferred Interest Coverage Account Transfer
------------------
10 Aggregate Amount Received: 0.00
Monthly Advances
11 Interest Advance
12 Compensating Interest
13 Amounts Held for Future Distributions 0.00
14 Cross Collateral Deposit 0.00
15 Reserve Withdrawal per Sec. 6.14c 0.00
------------------
16 Available Remittance Amount: 0.00
17 Service Fees on Interest Coverage
18 Expense Account Deposit:
------------------
19 Adjusted Remittance Amount: 0.00
Remaining Amount Available:
20 Adjusted Remittance Amount 0.00
21 Insured Payments 0.00
22 Monthly Premium @ 20 bp
due Certificate Insurer
23 Cross Collateral Withdrawal 0.00
24 Class Remittance Amounts 0.00
25 Non-Recoverable Advances not
Previously Reimbursed 0.00
-------------------
Total Remaining Amount Available: 0.00
===================
Amount of Reimbursements Pursuant to Sec. 5.04
26 Servicing Fee 0.00
27 Monthly Advances and Servicer Advances 0.00
28 Other Mortgage Payments 0.00
29 Interest Earned on P&I Deposits 0.00
30 Additional Servicing Compensation 0.00
- --------------------------------------------------------------------------------
Page 1 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 2
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND
SERVICING AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 2 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL CLASS 2A EQUITY CERTIFICATES
----- -------- -------------------
<S> <C> <C> <C>
31 Loans Outstanding - BOM
32 Original Loan Balance 90,300,887.85 90,300,887.85
34 Pre-Funding Account Balance 55,477,822.18 55,477,822.18
35 Initial Overcollateralization 6,778,710.03 6,778,710.03
36 Realized Losses, LTD 0.00 0.00
38 Carryforward Amount 0.00 0.00
39 Aggregate Unpaid Principal Balance of Delinquent
Loans Repurchased per Sec. 5.11 0.00 0.00
-------------------------------------------------------------------
40 Total Class Note Principal Balance 139,000,000.00 139,000,000.00
41 Group Factor per Loan Balance 64.9646675% 64.9646675%
42 Group Factor per Note Balance 100.0000000% 100.0000000%
43 Excess Spread 0.00 0.00
44 Cross Collateral Withdrawal 0.00 0.00
45 Cross Collateral Deposit 0.00 0.00
46 Additional Principal due Class A 0.00 0.00
47 Interest Remittance @ Pass-Through Rates 0.00 0.00
PRINCIPAL ADDITIONS:
48 Number of loans 0
49 Transfers from Pre-Funding Account 0.00
PRINCIPAL REDUCTIONS:
50 Prepayments - Number 0
51 Prepayments - Dollar 0.00
52 Delinquent Loans Repurchased - Number 0 0.00
53 Delinquent Loans Repurchased - Dollar 0.00 0.00
54 Net Liquidation Proceeds 0.00 0.00
55 Curtailments 0.00
56 Normal and Excess Payments 0.00 0.00
57 Pre-Funding Account Transfer 0.00 0.00
-------------------------------------------------------------------
58 Total Principal Remittance 0.00 0.00
59 Additional Principal Reduction 0.00 0.00
-------------------------------------------------------------------
60 Total Remittance 0.00 0.00 0.00
===================================================================
61 Current Month Realized Loss - Number 0 0
62 Current Month Realized Loss - Dollar 0.00 0.00
63 LTD Realized Loss - Number 0
64 LTD Realized Loss - Dollar 0.00
CLASS NOTE PRINCIPAL BALANCE - EOM
65 Loans Outstanding - EOM 0
66 Closing Loan Balance 90,300,887.85 90,300,887.85
67 Pre-Funding Account Balance * 55,477,822.18 55,477,822.18
68 Additional Principal Reduction, LTD 6,778,710.03 6,778,710.03
69 Realized losses, LTD 0.00 0.00
70 Aggregate Unpaid Principal Balance of Delinquent
Loans Repurchased per Sec. 5.11 0.00 0.00
-------------------------------------------------------------------
71 Total Class Note Principal Balance 139,000,000.00 139,000,000.00
72 Group Factor per Loan Balance 64.9646675% 64.9646675%
73 Group Factor per Class Note Balance 100.0000000% 100.0000000%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 2
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND
SERVICING AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 2 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL CLASS A-2
----------------------------------------------------
<S> <C> <C>
74 Weighted Note Rate - THIS Remittance
75 Weighted Note Rate - NEXT Remittance
76 Related Remittance Period for Libor Rate thru
77 Days in Related Period
78 Pass-Through Rates
79 Weighted Average Remaining Term
80 Original Pool - Principal Balance 90,300,887.85 90,300,887.85
81 Original Pool - Pre-Funding Account 55,477,822.18 55,477,822.18
82 Original Pool - Additional Principal Reduction 6,778,710.03 6,778,710.03
----------------------------------------------------
83 Original Pool Total 139,000,000.00 139,000,000.00
84 Original Pool - Number of Loans
----------------------------------------------------
CLASS A OVERCOLLATERALIZATION RECONCILIATION
Beg.of Month Current Month End of Month
----------------------------------------------------
85 Additional Principal Reduction, LTD 0.00 0.00
86 Cross Collateral Deposits 0.00 0.00 0.00
87 Realized Losses, LTD 0.00 0.00 0.00
----------------------------------------------------
88 Overcollateralization of Principal 0.00 0.00 0.00
====================================================
89 Base Overcollateralization Required 11,662,296.80
90 Required Overcollateralization Amount 11,662,296.80
AGGREGATE OVERCOLLATERALIZATION RECONCILIATION
Beg.of Month Current Month End of Month
----------------------------------------------------
91 Class 1A Overcollateralization of Principal 0.00
92 Class 2A Overcollateralization of Principal 0.00 0.00 0.00
----------------------------------------------------
93 Overcollateralization of Principal 0.00 0.00 0.00
====================================================
94 Base Aggregate Overcollateralization Required 21,714,928.38
95 Required Aggregate Overcollateralization Amount 21,714,928.38
CURRENT MONTH SUBORDINATED AMOUNT
Beg.of Month Current Month End of Month
----------------------------------------------------
96 Original Subordinated Amount 20,044,572.63 N/A 20,044,572.63
97 Less: Cumulative Realized Losses 0.00 0.00 0.00
98 Plus: Cumulative Additional Proceeds 0.00 0.00 0.00
----------------------------------------------------
99 Current Subordinated Amount 20,044,572.63 20,044,572.63
====================================================
NONRECOVERABLE ADVANCE RECONCILIATION
100 Beginning of Month 0.00
101 Current Month Unpaid Nonrecoverable Advance 0.00
102 Less: Current Month Reimbursement 0.00
-----------------
103 End of Month 0.00
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 4
<PAGE>
ALLIANCE FUNDING COMPANY
BY SUPERIOR BANK - FSB SERVICING DIVISION
DESIGNATED SERVICER
SERVICER'S CERTIFICATE
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES
2000-1 GROUP 2
IN ACCORDANCE WITH SECTION 6.08 OF THE POOLING AND
SERVICING AGREEMENT DATED AS OF MARCH 1, 2000
SUPERIOR BANK - FSB SERVICING DIVISION REPORTS THE FOLLOWING
INFORMATION PERTAINING TO SERIES 2000-1 GROUP 2 FOR MARCH 27, 2000,
THE REMITTANCE DATE.
DUE PERIOD ENDED: MARCH 1, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS
TOTAL A2
-------------------------------------
<S> <C> <C>
104 Total Class Note Principal - Original Pool $139,000,000.00 $139,000,000.00
105 Interest Remittance Amount 0.00 0.00
106 Interest Rate Factor / 1000
107 Total Principal Collections 0.00 0.00
108 Prefunding Account Transfer 0.00 0.00
109 Additional Principal Reduction 0.00 0.00
-------------------------------------
110 Principal Remittance Amount 0.00 0.00
111 Principal Payment Factor/1000
112 Principal Factor 0.000000
113 Prior Month Principal Factor 000.000000
- -------------------------------------------------------------------------------------------
</TABLE>
Page 4 of 4
<PAGE>
EXHIBIT R
PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE
<PAGE>
Page 1 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROUP 1: FIXED RATE LOANS AVAILABLE FOR SALE
801282781 801282781 SWANIGAN LENORA TN 58,180.21 10.800 0.000 90.0 12/21/1998
801603952 801603952 PHILLIPS MARK PA 15,020.34 9.950 0.000 65.0 02/24/1999
801697806 801697806 BURNETT MARY NC 44,294.22 11.850 0.000 85.0 10/07/1999
802099010 802099010 JOHNSTON CAMILE NY 56,208.76 12.750 0.000 75.0 10/08/1999
802137182 802137182 ALEXANDER WILLIAM OH 59,447.54 13.250 0.000 85.0 12/29/1999
802300285 802300285 CLARK ELEANOR J FL 35,548.56 11.250 0.000 67.4 01/24/2000
802310557 802310557 GILKEY GINA MI 26,893.85 12.250 0.000 64.2 08/27/1999
802362426 802362426 REESE ERIC CA 99,000.00 13.990 0.000 79.9 09/27/1999
802376368 802376368 POLLOCK CINDY UT 19,660.44 11.900 0.000 86.7 10/28/1999
802385724 802385724 AUDET JEAN VT 31,000.00 15.300 0.000 56.3 11/09/1999
802391300 802391300 LEWIS MARK D NY 28,699.63 15.550 0.000 70.0 12/20/1999
802453787 802453787 PARRY JACK ALAN TX 33,946.60 12.150 0.000 85.0 01/21/2000
802496885 802496885 BORDNER RALPH JR PA 81,339.74 8.800 0.000 75.4 02/22/2000
802511006 802511006 WILLIAMS ALICE Y NC 63,883.09 13.350 0.000 80.0 02/09/2000
802511287 802511287 HICKSON WENDY KEENE NY 81,504.22 11.250 0.000 74.1 01/07/2000
802512822 802512822 CALABRESE DONNA M NY 49,339.58 14.250 0.000 84.9 01/28/2000
802514315 802514315 JULIUSSEN ARNE NY 66,000.00 14.700 0.000 83.1 01/27/2000
802537712 802537712 NAYLOR CHARLES MO 46,700.00 12.250 0.000 84.9 09/30/1999
802549162 802549162 SCHIEMANN ERNEST W JR FL 40,000.00 12.500 0.000 80.0 01/26/2000
802565671 802565671 DIAZ SANTA M FL 47,646.94 10.500 0.000 80.0 01/10/2000
802585638 802585638 TIMS TROY A SC 122,096.04 12.750 0.000 90.0 02/15/2000
802593772 802593772 LUND DENNIS RI 108,000.00 11.400 0.000 90.0 01/04/2000
802610758 802610758 EDMONDS KENNETH I VA 66,300.00 12.000 0.000 85.0 02/22/2000
802621326 802621326 LETT JENNIFER AL 34,400.00 13.900 0.000 80.0 11/17/1999
802623918 802623918 JACKSON THOMAS FL 13,864.31 13.750 0.000 70.0 01/18/2000
802630707 802630707 JOHNSON CHANDA CO 19,261.64 12.750 0.000 89.9 01/13/2000
802634345 802634345 STRANGE MARJORIE NY 34,922.05 13.850 0.000 77.9 01/18/2000
802651083 802651083 SANFORD JOHN E SC 23,073.34 10.400 0.000 80.0 02/07/2000
802656942 802656942 HOUSEKNECHT JAMES E PA 80,000.00 13.300 0.000 84.2 03/01/2000
802666222 802666222 MARIN MARIA IN 37,558.49 13.150 0.000 80.0 01/13/2000
802677625 802677625 EBERLY SCOT ERIC MD 28,993.25 13.400 0.000 77.4 01/20/2000
802680199 802680199 HASTY ELIZABETH MARIE VA 78,450.00 11.250 0.000 84.3 02/28/2000
802682294 802682294 CONDON RICKY S AZ 24,961.24 13.875 0.000 82.7 01/11/2000
802687459 802687459 BURGESS DAVID N WA 24,472.78 14.250 0.000 84.9 01/14/2000
802690545 802690545 ROOME DANIEL K IN 34,400.00 10.650 0.000 80.0 11/01/1999
802690586 802690586 GUSLER JAY NY 44,642.12 9.400 0.000 71.0 01/20/2000
802693135 802693135 FOXWORTH VERLINE NC 32,545.68 14.200 0.000 77.0 01/13/2000
802694653 802694653 PHILLIPS MARY NC 20,168.18 12.000 0.000 70.0 02/25/2000
802698597 802698597 LAVORE FRANK P NY 23,326.28 13.500 0.000 80.7 01/28/2000
802704742 802704742 MORRIS MARQUES TN 130,000.00 12.450 0.000 68.4 12/29/1999
802705749 802705749 TYNER SCOTT L OR 66,000.00 11.600 0.000 84.6 01/28/2000
802708198 802708198 AWIZA RICHARD A PA 29,957.95 12.500 0.000 83.3 01/27/2000
802708685 802708685 MC MURRAY PATRICK O FL 25,848.66 10.900 0.000 84.6 01/25/2000
802714840 802714840 LOMAX TIMOTHY NY 24,288.83 14.250 0.000 85.8 01/27/2000
802721894 802721894 BROWN GARLAND L SC 37,283.01 9.990 0.000 80.0 02/15/2000
802725481 802725481 FYK JOAN M PA 29,326.81 12.850 0.000 89.9 02/03/2000
802727180 802727180 LEONARD MARY NC 89,720.23 14.500 0.000 75.0 02/14/2000
802727289 802727289 COPE SAMUEL H NC 39,000.00 14.350 0.000 75.0 01/05/2000
802729210 802729210 GUEST BILLY AR 41,563.92 14.900 0.000 80.7 02/10/2000
802729756 802729756 PICCIN NANCY E MA 44,852.95 11.400 0.000 89.9 01/18/2000
802730580 802730580 HINTON CLARENCE E AR 28,958.44 12.000 0.000 80.0 01/25/2000
802732024 802732024 BARLOW DAVID NC 47,992.30 14.550 0.000 80.0 02/16/2000
802736942 802736942 NETSCH RAYMOND B FL 21,450.00 14.450 0.000 85.9 01/14/2000
802737072 802737072 WARD ROBERT LEON JR SC 21,099.12 13.000 0.000 80.0 01/19/2000
802740639 802740639 FISHKIND RUSSELL NJ 50,000.00 13.225 0.000 81.3 01/20/2000
802741512 802741512 BRUNETTO MARGUERITE A NY 31,949.49 12.990 0.000 85.9 01/27/2000
802741967 802741967 DHILLON KARNAIL NY 71,719.64 11.350 0.000 70.4 01/12/2000
802745968 802745968 PETTY CARL TN 42,377.19 10.400 0.000 80.0 01/12/2000
802746750 802746750 EVERETT BARBARA J NC 19,459.33 14.350 0.000 75.0 02/07/2000
802748483 802748483 HOLMES KAREN SC 30,500.00 13.850 0.000 50.8 01/10/2000
802751826 802751826 TOLBERT NANNIE MARIE MO 21,400.00 11.600 0.000 64.8 12/20/1999
802753178 802753178 MEDEROS RAUL FL 46,288.99 10.800 0.000 80.0 01/11/2000
802753236 802753236 ANDERSON ANGELA SMITH NC 27,893.54 12.250 0.000 80.0 01/06/2000
802760223 802760223 PEREZ DANIEL S CA 30,781.98 10.900 0.000 83.7 01/14/2000
802760280 802760280 WHITAKER JOHN ALLEN CA 28,280.13 12.850 0.000 84.9 01/14/2000
802763763 802763763 MULONE CARMELO J NH 52,198.20 14.950 0.000 75.0 01/31/2000
802765511 802765511 SHERMAN BRUCE L RI 23,026.15 13.500 0.000 84.9 01/20/2000
802766048 802766048 MAST LEXA W MI 15,358.73 11.150 0.000 84.8 01/11/2000
802766477 802766477 PAVLOU ANASTASIO NJ 56,500.00 13.850 0.000 80.9 01/19/2000
802767830 802767830 RODMAN KRISTINE M CA 36,985.42 12.600 0.000 89.8 01/27/2000
802769356 802769356 ESCARENO ROGELIO MN 21,497.44 11.250 0.000 67.7 01/25/2000
802770826 802770826 VICKERY STEVEN A FL 33,000.00 10.400 0.000 75.0 01/31/2000
802771766 802771766 COLEMAN DONALD AL 23,804.55 11.250 0.000 63.1 01/06/2000
802772145 802772145 CARTER ELNETA NC 57,016.79 11.625 0.000 74.9 02/11/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROUP 1: FIXED RATE LOANS
801282781 801282781 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
801603952 801603952 03/24/2000 0 00 00 00 SUPER FIX 010 F 0.00
801697806 801697806 03/01/2000 1 00 00 00 SUPER FIX 030 F 0.00
802099010 802099010 02/01/2000 0 66 00 00 SUPER FIX 045 F 0.00
802137182 802137182 12/27/1999 1 31 00 00 9150063 045 F 0.00
802300285 802300285 03/01/2000 0 00 00 00 9150064 015 F 0.00
802310557 802310557 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
802362426 802362426 02/01/2000 0 00 00 00 9150062 020 F 0.00
802376368 802376368 04/01/2000 1 00 00 00 9150062 020 F 0.00
802385724 802385724 03/01/2000 1 00 00 00 9150064 025 F 0.00
802391300 802391300 03/01/2000 0 00 00 00 9150064 020 F 0.00
802453787 802453787 02/01/2000 0 00 00 00 9150063 025 F 0.00
802496885 802496885 03/19/2000 0 00 00 00 9150064 045 F 0.00
802511006 802511006 03/09/2000 0 00 00 00 9150064 030 F 0.00
802511287 802511287 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
802512822 802512822 02/19/2000 0 00 00 00 9150063 015 F 0.00
802514315 802514315 02/01/2000 0 00 00 00 9150062 020 F 0.00
802537712 802537712 02/01/2000 1 00 00 00 9150063 045 F 0.00
802549162 802549162 02/26/2000 0 00 00 00 9150063 025 F 0.00
802565671 802565671 04/10/2000 0 60 00 00 9150063 025 F 0.00
802585638 802585638 03/15/2000 0 00 00 00 9150064 030 F 0.00
802593772 802593772 03/06/2000 0 00 00 00 SUPER FIX 030 F 0.00
802610758 802610758 02/22/2000 0 00 00 00 9150064 030 F 0.00
802621326 802621326 02/01/2000 1 00 00 00 9150063 015 F 0.00
802623918 802623918 03/18/2000 0 00 00 00 9150063 010 F 0.00
802630707 802630707 03/02/2000 0 00 00 00 9150063 015 F 0.00
802634345 802634345 03/18/2000 0 00 00 00 9150063 045 F 0.00
802651083 802651083 03/07/2000 0 00 00 00 9150064 010 F 0.00
802656942 802656942 02/28/2000 0 78 00 00 9150064 030 F 0.00
802666222 802666222 03/01/2000 0 00 00 00 9150063 025 F 0.00
802677625 802677625 03/20/2000 0 00 00 00 9150063 015 F 0.00
802680199 802680199 02/28/2000 0 00 00 00 9150064 045 F 0.00
802682294 802682294 03/01/2000 0 00 00 00 9150063 045 F 0.00
802687459 802687459 03/01/2000 0 78 00 00 9150063 020 F 0.00
802690545 802690545 03/01/2000 0 00 00 00 SUPER FIX 045 F 0.00
802690586 802690586 03/20/2000 0 00 00 00 9150063 020 F 0.00
802693135 802693135 04/01/2000 0 00 00 00 9150063 015 F 0.00
802694653 802694653 03/25/2000 0 00 00 00 9150064 010 F 0.00
802698597 802698597 03/01/2000 0 00 00 00 9150063 015 F 0.00
802704742 802704742 01/06/2000 0 00 00 00 SUPER FIX 020 F 0.00
802705749 802705749 03/01/2000 0 00 00 00 9150063 045 F 0.00
802708198 802708198 03/14/2000 0 00 00 00 9150063 045 F 0.00
802708685 802708685 03/01/2000 0 00 00 00 9150063 045 F 0.00
802714840 802714840 03/15/2000 0 00 00 00 9150063 020 F 0.00
802721894 802721894 03/10/2000 0 00 00 00 9150064 020 F 0.00
802725481 802725481 03/06/2000 0 00 00 00 9150063 015 F 0.00
802727180 802727180 03/14/2000 0 00 00 00 9150064 030 F 0.00
802727289 802727289 02/05/2000 0 00 00 00 9150063 015 F 0.00
802729210 802729210 03/26/2000 0 00 00 00 9150064 015 F 0.00
802729756 802729756 03/18/2000 0 00 00 00 9150063 015 F 0.00
802730580 802730580 03/25/2000 0 00 00 00 9150063 020 F 0.00
802732024 802732024 01/22/2000 0 00 00 00 9150064 045 F 0.00
802736942 802736942 02/10/2000 0 00 00 00 9150063 010 F 0.00
802737072 802737072 04/19/2000 0 00 00 00 9150063 010 F 0.00
802740639 802740639 03/12/2000 0 00 00 00 9150063 045 F 0.00
802741512 802741512 04/01/2000 0 00 00 00 9150063 045 F 0.00
802741967 802741967 03/12/2000 0 00 00 00 9150063 015 F 0.00
802745968 802745968 03/12/2000 0 00 00 00 9150063 025 F 0.00
802746750 802746750 03/07/2000 0 00 00 00 9150064 010 F 0.00
802748483 802748483 02/10/2000 0 00 00 00 9150063 025 F 0.00
802751826 802751826 02/20/2000 1 66 00 00 SUPER FIX 030 F 0.00
802753178 802753178 03/07/2000 0 00 00 00 SUPER FIX 030 F 0.00
802753236 802753236 03/06/2000 0 00 00 00 9150063 020 F 0.00
802760223 802760223 03/14/2000 0 00 00 00 9150063 045 F 0.00
802760280 802760280 03/01/2000 0 00 00 00 9150063 020 F 0.00
802763763 802763763 03/21/2000 0 00 00 00 9150064 045 F 0.00
802765511 802765511 03/18/2000 0 00 00 00 9150063 020 F 0.00
802766048 802766048 03/01/2000 0 00 00 00 9150063 010 F 0.00
802766477 802766477 03/01/2000 0 00 00 00 9150063 045 F 0.00
802767830 802767830 03/01/2000 0 00 00 00 9150063 045 F 0.00
802769356 802769356 03/01/2000 0 00 00 00 9150063 015 F 0.00
802770826 802770826 03/01/2000 0 00 00 00 9150063 025 F 0.00
802771766 802771766 03/06/2000 0 00 00 00 9150063 010 F 0.00
802772145 802772145 04/11/2000 0 65 00 00 9150064 030 F 0.00
</TABLE>
<PAGE>
Page 2 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802773291 802773291 MINTZ JAMES A SR NC 32,445.47 12.150 0.000 72.1 02/04/2000
802773762 802773762 CONNERS WANDA E VA 49,926.78 12.350 0.000 64.1 02/15/2000
802773846 802773846 BAILEY CONSTANCE NY 26,500.00 13.500 0.000 80.0 12/07/1999
802774679 802774679 ANNICHIARICO WAYNE MA 152,766.47 10.200 0.000 82.7 03/10/2000
802774760 802774760 POLHAMUS WILLIAM JOSEPH WA 24,700.00 12.850 0.000 84.6 12/13/1999
802777417 802777417 LIVANOS STAMATIS P NY 115,062.83 12.450 0.000 80.0 02/01/2000
802780213 802780213 BANKS JAMES WALTER SC 24,500.00 14.250 0.000 70.0 01/10/2000
802780890 802780890 RICE SCOTT L CO 20,748.09 10.150 0.000 83.8 01/12/2000
802781591 802781591 JONES WILLIAM L NC 30,351.71 11.500 0.000 70.0 01/04/2000
802782581 802782581 LOPEZ-SIRVEN FERNANDO PA 21,148.00 10.250 0.000 79.9 01/31/2000
802784926 802784926 VANGUNDY CATHERINE OH 36,500.00 13.600 0.000 84.8 03/17/2000
802786145 802786145 GROOM BRIAN LIND CO 20,000.00 14.250 0.000 76.4 01/20/2000
802787820 802787820 DELGADO BERTOLDO IL 38,500.00 12.350 0.000 65.7 01/20/2000
802788596 802788596 BAZ GEORGE R FL 41,938.39 12.100 0.000 68.4 01/10/2000
802789388 802789388 MOORE JOHN NY 36,500.00 14.000 0.000 79.9 02/04/2000
802790691 802790691 PORTESY MARY ANN NY 19,872.44 13.500 0.000 80.9 01/10/2000
802791970 802791970 WESTON RONNIE TN 28,494.09 13.600 0.000 75.0 01/11/2000
802794594 802794594 PEKAROVICH FRANK EDWARD CA 37,086.00 12.000 0.000 84.6 01/20/2000
802794941 802794941 TELLEZ-RODRI MARIO CO 9,823.49 11.900 0.000 89.5 01/18/2000
802795153 802795153 WITZGALL RORY S NY 22,999.59 13.000 0.000 85.0 01/18/2000
802799288 802799288 HILL CHARLES J OR 83,676.08 13.500 0.000 84.9 01/11/2000
802799866 802799866 ARDIS BARRY W SC 26,297.54 12.750 0.000 80.0 01/18/2000
802800318 802800318 HAZARD RAYMOND G SR NY 21,484.94 15.990 0.000 70.9 01/14/2000
802804211 802804211 INDRISANO MAUREEN J MA 55,986.90 12.900 0.000 78.6 01/28/2000
802804534 802804534 DOWNEY JULIA L NY 41,959.67 12.750 0.000 84.0 02/16/2000
802805523 802805523 BLOSSER BRENT L FL 49,500.00 14.200 0.000 74.8 01/10/2000
802806968 802806968 RIGGS BARBARA ANN CA 33,500.00 12.350 0.000 90.0 01/27/2000
802807123 802807123 OTERO PATRICIA J CA 33,500.00 12.600 0.000 85.1 11/30/1999
802807503 802807503 TONSAGER BRIAN S MN 42,700.00 11.400 0.000 90.0 12/27/1999
802809061 802809061 PORTER THOMAS MA 34,873.88 13.250 0.000 84.9 01/12/2000
802809111 802809111 HIGGINS SHELDON OREN KS 47,718.79 10.090 0.000 84.9 01/06/2000
802809178 802809178 WILLS WILLIAM NY 104,707.79 10.250 0.000 84.4 01/11/2000
802814160 802814160 NATH DAWN M IL 39,985.42 11.900 0.000 89.8 01/10/2000
802814293 802814293 CLOUD DORIS MD 57,735.21 12.500 0.000 86.5 01/28/2000
802815969 802815969 RUDD THOMAS R MT 104,000.00 10.150 0.000 84.7 01/20/2000
802816363 802816363 LICHENS WALTER U CA 22,577.47 11.650 0.000 84.8 01/14/2000
802816629 802816629 KITCHENS BETTY L SC 22,991.10 14.100 0.000 75.0 01/14/2000
802816983 802816983 FENNEY JAMES T MN 28,455.54 12.350 0.000 84.9 01/28/2000
802817007 802817007 SUSTER BAR JOHN CA 21,982.36 12.350 0.000 89.7 02/11/2000
802817130 802817130 SHICK JEFFREY A PA 30,947.26 11.250 0.000 64.7 01/18/2000
802819805 802819805 MURACCHIOLI ELILIO J NJ 26,815.74 13.050 0.000 79.9 01/11/2000
802821371 802821371 SESSIONS ROBERT R CA 11,292.61 12.450 0.000 89.9 01/13/2000
802823369 802823369 MCNAIR STANLEY SC 69,300.00 14.500 0.000 75.0 02/23/2000
802824060 802824060 PARKER CAROL L NV 25,248.45 10.000 0.000 84.8 01/20/2000
802826040 802826040 BROWN DAVID MA 19,860.97 12.600 0.000 81.7 01/10/2000
802826941 802826941 BERRY DOUGLAS T SC 19,812.30 10.650 0.000 58.8 01/12/2000
802831701 802831701 ROBERT CHAVEZ CA 59,909.25 9.000 0.000 64.6 01/14/2000
802832667 802832667 MAZE JEREMY J AL 45,000.00 12.400 0.000 72.5 02/10/2000
802833384 802833384 MILLER WILLIAM E DE 84,003.12 11.330 0.000 90.0 02/22/2000
802833822 802833822 FLAX DOMINIQUE M MD 57,283.42 11.950 0.000 89.8 01/12/2000
802833988 802833988 BAKER SAMMY SC 59,934.83 12.750 0.000 75.0 02/11/2000
802834788 802834788 CILIEN GERALDINE NJ 54,600.00 13.890 0.000 65.0 02/18/2000
802835231 802835231 SAFYARI BEN B CA 30,000.00 10.600 0.000 63.4 02/25/2000
802836734 802836734 SALTZER JOSEPH NY 118,264.61 11.800 0.000 80.0 01/26/2000
802836841 802836841 BECKHAM WILLIAM C NC 49,500.00 14.250 0.000 75.0 02/08/2000
802838508 802838508 LOPEZ MARIO FL 16,095.41 12.600 0.000 84.9 01/11/2000
802839209 802839209 PATTERSON RICKEY MI 25,149.15 13.000 0.000 80.0 02/16/2000
802839340 802839340 GARNER MICHAEL L CA 89,977.48 12.600 0.000 89.9 02/14/2000
802839639 802839639 STABILE WILLIAM R JR NJ 54,949.67 11.425 0.000 74.0 01/14/2000
802839670 802839670 BOONE ROBERTA DC 83,204.71 12.250 0.000 75.6 03/20/2000
802842088 802842088 WILKINS MELVIN V JR NC 54,869.52 12.600 0.000 78.5 02/17/2000
802842336 802842336 MILLARD WILLIAM JR PA 59,424.03 9.815 0.000 85.0 02/29/2000
802842542 802842542 YANDA RAI T WA 16,014.00 12.350 0.000 80.0 01/25/2000
802842609 802842609 JUSKIEWICZ ALLEN A MA 11,230.92 13.950 0.000 85.0 01/25/2000
802843730 802843730 KUBES JOHN K CA 44,871.58 12.750 0.000 78.7 01/27/2000
802845016 802845016 LONG WILLIAM B CO 17,800.00 12.800 0.000 84.9 12/23/1999
802845669 802845669 MIZERAK RASJIDA D CA 67,565.00 11.150 0.000 89.8 01/18/2000
802845735 802845735 MARSHALL RODGER GLEN UT 21,190.00 12.800 0.000 89.9 01/12/2000
802845776 802845776 HALL WILLIE M GA 36,685.38 14.450 0.000 80.0 02/14/2000
802847368 802847368 FORD TINA MARIE FL 44,119.25 11.650 0.000 85.0 01/03/2000
802848192 802848192 LADNER DINETTE MAE MS 29,359.78 9.750 0.000 80.0 01/14/2000
802849497 802849497 HERRON CHESTER, T MI 21,693.81 13.000 0.000 52.6 01/13/2000
802849604 802849604 HINES FRANK SC 37,330.09 14.350 0.000 72.1 02/22/2000
802849885 802849885 WALDMAN TOMAR S MA 99,701.72 11.850 0.000 76.1 01/18/2000
802849893 802849893 PERRINO JAMES P NY 29,708.75 13.250 0.000 80.9 01/11/2000
802849927 802849927 SOUTHWICK SUSAN B AL 20,209.52 13.750 0.000 84.8 01/14/2000
802850669 802850669 LYNSKEY CARL D VA 34,574.96 10.150 0.000 77.7 01/04/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802773291 802773291 03/04/2000 0 00 00 00 9150064 015 F 0.00
802773762 802773762 03/15/2000 0 00 00 00 9150064 030 F 0.00
802773846 802773846 03/01/2000 0 00 00 00 9150062 015 F 0.00
802774679 802774679 03/14/2000 0 00 00 00 SUPER FIX 045 F 0.00
802774760 802774760 03/01/2000 0 00 00 00 9150062 045 F 0.00
802777417 802777417 03/20/2000 0 00 00 00 9150063 328 F 0.00
802780213 802780213 01/10/2000 0 00 00 00 9150063 010 F 0.00
802780890 802780890 03/01/2000 0 00 00 00 9150063 015 F 0.00
802781591 802781591 03/04/2000 0 00 00 00 9150063 015 F 0.00
802782581 802782581 03/01/2000 0 00 00 00 9150063 045 F 0.00
802784926 802784926 03/02/2000 0 00 00 00 SUPER FIX 045 F 0.00
802786145 802786145 03/01/2000 0 00 00 00 9150063 015 F 0.00
802787820 802787820 02/20/2000 0 00 00 00 9150063 045 F 0.00
802788596 802788596 03/10/2000 0 00 00 00 9150063 020 F 0.00
802789388 802789388 03/04/2000 0 00 00 00 9150063 020 F 0.00
802790691 802790691 02/15/2000 0 00 00 00 9150063 015 F 0.00
802791970 802791970 03/11/2000 0 00 00 00 9150063 020 F 0.00
802794594 802794594 03/01/2000 0 00 00 00 9150063 045 F 0.00
802794941 802794941 03/18/2000 0 00 00 00 9150063 015 F 0.00
802795153 802795153 02/27/2000 0 00 00 00 9150063 015 F 0.00
802799288 802799288 03/01/2000 0 00 00 00 9150063 020 F 0.00
802799866 802799866 03/18/2000 0 00 00 00 9150063 020 F 0.00
802800318 802800318 02/27/2000 0 00 00 00 9150064 010 F 0.00
802804211 802804211 02/28/2000 0 00 00 00 9150063 045 F 0.00
802804534 802804534 03/16/2000 0 00 00 00 9150064 025 F 0.00
802805523 802805523 02/01/2000 0 00 00 00 9150063 045 F 0.00
802806968 802806968 03/01/2000 0 00 00 00 9150063 045 F 0.00
802807123 802807123 01/01/2000 0 00 00 00 9150062 020 F 0.00
802807503 802807503 01/27/2000 1 00 00 00 9150062 045 F 0.00
802809061 802809061 03/05/2000 0 00 00 00 9150063 020 F 0.00
802809111 802809111 03/06/2000 0 00 00 00 9150063 015 F 0.00
802809178 802809178 03/11/2000 0 00 00 00 9150063 045 F 0.00
802814160 802814160 03/10/2000 0 00 00 00 9150063 020 F 0.00
802814293 802814293 02/17/2000 0 00 00 00 9150064 045 F 0.00
802815969 802815969 03/01/2000 0 00 00 00 9150063 045 F 0.00
802816363 802816363 04/01/2000 0 00 00 00 9150063 020 F 0.00
802816629 802816629 03/14/2000 0 00 00 00 9150063 010 F 0.00
802816983 802816983 03/01/2000 0 00 00 00 9150063 020 F 0.00
802817007 802817007 03/01/2000 0 00 00 00 9150064 045 F 0.00
802817130 802817130 03/18/2000 0 00 00 00 9150063 015 F 0.00
802819805 802819805 05/01/2000 0 00 00 00 9150063 045 F 0.00
802821371 802821371 03/09/2000 0 00 00 00 9150063 015 F 0.00
802823369 802823369 02/23/2000 0 00 00 00 9150064 030 F 0.00
802824060 802824060 03/01/2000 0 00 00 00 9150063 020 F 0.00
802826040 802826040 03/10/2000 0 00 00 00 9150063 015 F 0.00
802826941 802826941 03/12/2000 0 00 00 00 9150063 010 F 0.00
802831701 802831701 03/01/2000 0 00 00 00 9150063 015 F 0.00
802832667 802832667 03/01/2000 0 00 00 00 9150064 025 F 0.00
802833384 802833384 03/01/2000 0 00 00 00 9150064 045 F 0.00
802833822 802833822 03/06/2000 0 00 00 00 9150063 045 F 0.00
802833988 802833988 03/11/2000 0 00 00 00 9150064 030 F 0.00
802834788 802834788 02/26/2000 0 00 00 00 SUPER FIX 045 F 0.00
802835231 802835231 03/01/2000 0 00 00 00 9150064 045 F 0.00
802836734 802836734 03/01/2000 0 00 00 00 9150063 045 F 0.00
802836841 802836841 02/08/2000 0 00 00 00 9150064 015 F 0.00
802838508 802838508 03/11/2000 0 00 00 00 9150063 015 F 0.00
802839209 802839209 03/16/2000 0 00 00 00 9150064 025 F 0.00
802839340 802839340 03/01/2000 0 00 00 00 9150064 045 F 0.00
802839639 802839639 03/01/2000 0 00 00 00 9150063 045 F 0.00
802839670 802839670 02/28/2000 0 00 00 00 SUPER FIX 030 F 0.00
802842088 802842088 03/07/2000 0 00 00 00 9150064 030 F 0.00
802842336 802842336 03/12/2000 0 00 00 00 9150064 030 F 0.00
802842542 802842542 02/07/2000 0 00 00 00 9150063 020 F 0.00
802842609 802842609 03/06/2000 0 00 00 00 9150063 015 F 0.00
802843730 802843730 03/01/2000 0 00 00 00 9150063 015 F 0.00
802845016 802845016 01/01/2000 0 00 00 00 9150062 045 F 0.00
802845669 802845669 03/01/2000 0 00 00 00 9150063 045 F 0.00
802845735 802845735 03/01/2000 0 00 00 00 9150062 045 F 0.00
802845776 802845776 03/01/2000 0 00 00 00 9150064 015 F 0.00
802847368 802847368 03/03/2000 0 00 00 00 9150063 010 F 0.00
802848192 802848192 03/14/2000 0 00 00 00 9150063 015 F 0.00
802849497 802849497 03/05/2000 0 00 00 00 9150063 020 F 0.00
802849604 802849604 03/22/2000 0 00 00 00 9150064 015 F 0.00
802849885 802849885 03/18/2000 0 00 65 00 9150063 020 F 0.00
802849893 802849893 04/01/2000 0 00 00 00 9150063 020 F 0.00
802849927 802849927 03/22/2000 0 00 00 00 9150063 015 F 0.00
802850669 802850669 03/04/2000 0 00 00 00 9150063 015 F 0.00
</TABLE>
<PAGE>
Page 3 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802852137 802852137 SHELTON JOHN W VA 28,837.11 13.450 0.000 79.1 01/20/2000
802852426 802852426 WILLIAMS ROLAND IN 20,340.00 11.400 0.000 89.9 01/31/2000
802852681 802852681 MOUJOUKIAN LIZA CA 48,000.00 10.650 0.000 72.8 01/26/2000
802854216 802854216 ROSITER JOEL OH 61,917.67 12.750 0.000 77.0 12/02/1999
802855783 802855783 ANDERSON SYLVIA ANN AL 13,232.14 14.500 0.000 70.0 01/31/2000
802855833 802855833 BURKE DANIEL FL 24,000.00 11.400 0.000 89.3 01/31/2000
802856625 802856625 BURKE TIMOTHY J NY 25,819.93 12.530 0.000 84.2 01/12/2000
802858118 802858118 CHANDLER LAMONT R CO 31,825.00 13.350 0.000 83.5 12/21/1999
802858357 802858357 BROOKS GORDON L ME 31,905.69 10.750 0.000 47.7 12/29/1999
802859017 802859017 HAYES ANTHONY P MA 50,171.41 11.950 0.000 89.9 01/11/2000
802859348 802859348 KOPP BRIAN F CO 25,000.00 12.300 0.000 87.8 01/24/2000
802859561 802859561 KIERNAN EARL R CA 30,000.00 12.750 0.000 67.8 01/21/2000
802859850 802859850 FELIZ MARCO RI 14,938.71 11.850 0.000 89.9 02/01/2000
802860957 802860957 CONYERS PAULA SC 49,456.74 9.300 0.000 68.7 02/24/2000
802862110 802862110 LEFKOWITZ EUGENE NY 246,000.00 13.300 0.000 80.5 01/27/2000
802862458 802862458 PHILLIPS JAMES A NC 49,228.17 10.500 0.000 75.9 01/05/2000
802863506 802863506 BIDDINGER BRIAN D MI 14,945.00 12.500 0.000 90.0 01/28/2000
802864785 802864785 BOERSEN RICHARD H MI 23,968.63 12.900 0.000 72.7 01/24/2000
802865311 802865311 ALICAKOS VAN NY 67,481.88 9.400 0.000 79.9 01/12/2000
802865444 802865444 CARRION LUIS A NY 38,787.31 11.400 0.000 90.0 01/12/2000
802865865 802865865 SCHMIDT ANDREW C MT 30,000.00 12.150 0.000 64.7 01/26/2000
802867747 802867747 HUSTON ROSE ANN OH 42,621.05 14.600 0.000 75.0 01/12/2000
802867853 802867853 BURCHETT CARRIE OH 33,618.86 14.000 0.000 65.0 01/11/2000
802867861 802867861 SIDORICK JOHN JR PA 16,728.40 14.750 0.000 70.0 02/22/2000
802868018 802868018 JOYNER JIMMIE NC 23,093.63 13.000 0.000 80.0 02/10/2000
802868240 802868240 HYACINTHE JOHN NY 15,841.94 10.850 0.000 69.3 01/10/2000
802868281 802868281 WHALEN KIM A FL 13,375.55 11.350 0.000 64.3 01/24/2000
802868364 802868364 ANDRADE LEVY A CT 59,910.45 12.530 0.000 73.7 01/18/2000
802870576 802870576 SCHIPPER JAMES L OR 18,992.68 12.350 0.000 88.8 01/27/2000
802870972 802870972 ROBERSON GERMAINE NJ 45,763.74 12.550 0.000 75.3 01/18/2000
802871020 802871020 DAVID PEGGY S NY 18,765.44 11.850 0.000 80.0 01/25/2000
802871103 802871103 CANFIELD GARY L JR MI 36,339.07 13.250 0.000 84.9 01/27/2000
802871533 802871533 INMAN CYNTHIA K IL 33,988.78 11.300 0.000 79.0 02/18/2000
802871723 802871723 WISSINGER BRUCE W PA 42,824.51 12.100 0.000 90.0 01/12/2000
802872432 802872432 KEITH JAMES H GA 57,953.62 12.650 0.000 82.8 01/14/2000
802872523 802872523 JEFFCOAT ROBERT B SC 32,598.53 12.150 0.000 80.0 02/28/2000
802872689 802872689 MAYS CALVIN T VA 28,057.93 11.650 0.000 85.7 01/18/2000
802874321 802874321 ROTTON SHAD D FL 35,447.71 11.150 0.000 85.0 01/04/2000
802876771 802876771 COLE KENNETH NC 27,449.67 13.000 0.000 80.0 01/12/2000
802877050 802877050 MARTIN STACEY L SC 58,186.53 13.350 0.000 80.0 02/25/2000
802877308 802877308 PLAVETZKY KARL FRANCIS CA 29,556.49 12.350 0.000 78.6 02/03/2000
802878082 802878082 POZNIAK GERALD A PA 34,709.65 10.850 0.000 64.9 01/26/2000
802878272 802878272 HART GARY W VA 38,677.16 11.700 0.000 89.7 01/20/2000
802878322 802878322 HONEYCHURCH HAROLD J PA 34,954.45 15.000 0.000 70.0 02/16/2000
802879585 802879585 BARNES LARRY EARL NC 50,139.16 13.250 0.000 85.0 03/01/2000
802880260 802880260 ELWELL CLIFFORD L ME 41,249.62 13.350 0.000 66.4 01/18/2000
802880849 802880849 LAMPKIN MALCOLM SC 22,557.89 14.500 0.000 70.0 01/18/2000
802881284 802881284 MERRITT NOKL RUTH SPILLER LA 19,761.49 12.250 0.000 80.0 01/25/2000
802881292 802881292 GIDNEY CASSANDRA L CA 16,856.41 11.600 0.000 78.6 01/28/2000
802881656 802881656 COLBURN MICHAEL A MI 29,952.21 11.550 0.000 42.8 01/20/2000
802881672 802881672 GAGLIONE MICHAEL MA 45,352.77 13.400 0.000 84.8 01/20/2000
802882209 802882209 KOZIOL BARRY IL 38,468.71 12.600 0.000 89.7 01/31/2000
802883728 802883728 FUENTES DANIEL FL 15,130.68 13.100 0.000 85.5 01/18/2000
802884668 802884668 LAFONTAINE MOURICE MI 21,713.58 12.785 0.000 83.8 01/13/2000
802884999 802884999 SINGH DEVINDER CA 94,899.64 11.150 0.000 89.5 01/31/2000
802885012 802885012 CLIFF WILLIAM CA 11,165.26 12.250 0.000 85.1 01/25/2000
802885590 802885590 FRENCH MARIE E FL 37,886.09 12.000 0.000 80.0 01/04/2000
802885814 802885814 LAVIGNE PAUL M FL 33,434.25 12.750 0.000 79.9 01/04/2000
802886549 802886549 CEFALA JOHNNY G NY 37,600.00 15.350 0.000 80.0 01/27/2000
802886572 802886572 REED KELLEY ANN FL 64,400.00 12.100 0.000 70.0 01/31/2000
802886705 802886705 LAMORGESE ANTHONY NY 97,410.00 12.150 0.000 90.0 01/28/2000
802887372 802887372 MINER JAMES J DE 23,000.00 12.850 0.000 84.8 02/01/2000
802887612 802887612 GREENE WILLIAM M SC 39,701.37 12.250 0.000 80.0 02/14/2000
802890749 802890749 BACKER JOSEPH E MN 32,111.43 12.100 0.000 75.7 01/31/2000
802891010 802891010 KULESZ KENNETH MD 24,993.61 12.500 0.000 86.0 02/01/2000
802892661 802892661 JEFFERS MICHAEL F MI 46,588.54 12.000 0.000 85.0 01/31/2000
802892737 802892737 CHESHATSANG CHHUNI P MA 47,786.96 12.600 0.000 79.7 01/31/2000
802892851 802892851 SANDY THERON SR NC 49,689.10 11.750 0.000 80.0 01/14/2000
802893081 802893081 HICKS ROSA M SC 30,750.00 15.150 0.000 75.0 02/15/2000
802893321 802893321 FARLEY JOSEPH F CT 36,000.00 12.600 0.000 60.0 03/02/2000
802894865 802894865 GREER RACHEL MS 25,439.23 10.750 0.000 80.0 02/14/2000
802895359 802895359 KUMAS UGUR PA 37,245.53 12.350 0.000 84.8 01/14/2000
802896613 802896613 SEWELL TIMOTHY W NC 51,000.00 11.500 0.000 85.0 01/19/2000
802896837 802896837 SAO UON CT 42,000.00 12.150 0.000 90.0 01/31/2000
802896928 802896928 MORRIS JOHN E SC 43,275.06 12.400 0.000 85.0 02/04/2000
802897082 802897082 HOFER DAVID H CO 20,000.00 14.000 0.000 70.1 01/12/2000
802898429 802898429 PILYAVSKY OLGA NY 159,876.67 11.350 0.000 89.6 02/02/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802852137 802852137 02/20/2000 0 00 00 00 9150063 010 F 0.00
802852426 802852426 02/01/2000 0 00 00 00 9150063 020 F 0.00
802852681 802852681 03/01/2000 0 00 00 00 9150063 045 F 0.00
802854216 802854216 03/02/2000 0 00 00 00 SUPER FIX 030 F 0.00
802855783 802855783 03/01/2000 0 00 00 00 9150063 010 F 0.00
802855833 802855833 03/01/2000 0 00 00 00 9150063 015 F 0.00
802856625 802856625 02/28/2000 0 00 00 00 9150063 015 F 0.00
802858118 802858118 03/01/2000 0 00 00 00 9150062 020 F 0.00
802858357 802858357 03/01/2000 0 00 00 00 9150063 020 F 0.00
802859017 802859017 03/06/2000 0 00 00 00 9150063 015 F 0.00
802859348 802859348 03/01/2000 0 00 00 00 9150063 045 F 0.00
802859561 802859561 03/01/2000 0 78 00 00 9150063 020 F 0.00
802859850 802859850 03/01/2000 0 00 00 00 9150063 045 F 0.00
802860957 802860957 03/24/2000 0 65 00 00 9150064 030 F 0.00
802862110 802862110 03/12/2000 0 00 00 00 9150063 045 F 0.00
802862458 802862458 03/05/2000 0 00 00 00 9150063 025 F 0.00
802863506 802863506 03/06/2000 0 00 00 00 9150063 015 F 0.00
802864785 802864785 03/01/2000 0 00 00 00 9150063 025 F 0.00
802865311 802865311 03/12/2000 0 00 00 00 9150063 045 F 0.00
802865444 802865444 03/12/2000 0 00 00 00 9150063 020 F 0.00
802865865 802865865 03/01/2000 0 00 00 00 9150063 020 F 0.00
802867747 802867747 03/12/2000 0 00 00 00 9150063 025 F 0.00
802867853 802867853 03/11/2000 0 00 00 00 9150063 020 F 0.00
802867861 802867861 03/22/2000 0 00 00 00 9150064 010 F 0.00
802868018 802868018 03/10/2000 0 00 00 00 9150064 010 F 0.00
802868240 802868240 03/10/2000 0 00 00 00 9150063 010 F 0.00
802868281 802868281 02/24/2000 0 00 00 00 9150063 015 F 0.00
802868364 802868364 03/03/2000 0 00 00 00 9150063 045 F 0.00
802870576 802870576 03/01/2000 0 00 00 00 9150063 015 F 0.00
802870972 802870972 03/04/2000 0 00 00 00 9150063 015 F 0.00
802871020 802871020 03/06/2000 0 00 00 00 9150063 045 F 0.00
802871103 802871103 03/04/2000 0 00 00 00 9150063 020 F 0.00
802871533 802871533 03/01/2000 0 00 00 00 9150064 045 F 0.00
802871723 802871723 03/15/2000 0 00 00 00 9150063 015 F 0.00
802872432 802872432 03/14/2000 0 65 00 00 9150063 030 F 0.00
802872523 802872523 03/28/2000 0 00 00 00 9150064 015 F 0.00
802872689 802872689 03/18/2000 0 00 00 00 9150063 010 F 0.00
802874321 802874321 03/04/2000 0 00 00 00 9150063 015 F 0.00
802876771 802876771 03/12/2000 0 00 00 00 9150063 015 F 0.00
802877050 802877050 03/25/2000 0 00 00 00 9150064 030 F 0.00
802877308 802877308 04/01/2000 0 00 00 00 9150063 015 F 0.00
802878082 802878082 04/01/2000 0 00 00 00 9150063 015 F 0.00
802878272 802878272 02/20/2000 0 00 00 00 9150063 015 F 0.00
802878322 802878322 03/16/2000 0 00 00 00 9150064 025 F 0.00
802879585 802879585 02/14/2000 0 00 00 00 9150064 030 F 0.00
802880260 802880260 03/18/2000 0 00 00 00 9150063 020 F 0.00
802880849 802880849 03/18/2000 0 00 00 00 9150063 010 F 0.00
802881284 802881284 03/25/2000 0 00 00 00 9150063 010 F 0.00
802881292 802881292 04/01/2000 0 00 00 00 9150063 020 F 0.00
802881656 802881656 03/01/2000 0 00 00 00 9150064 015 F 0.00
802881672 802881672 03/01/2000 0 00 00 00 9150063 015 F 0.00
802882209 802882209 03/01/2000 0 00 00 00 9150063 045 F 0.00
802883728 802883728 03/10/2000 0 00 00 00 9150063 015 F 0.00
802884668 802884668 04/01/2000 0 00 00 00 9150063 015 F 0.00
802884999 802884999 03/01/2000 0 00 00 00 9150063 020 F 0.00
802885012 802885012 03/01/2000 0 00 00 00 9150063 015 F 0.00
802885590 802885590 03/04/2000 0 00 00 00 9150063 025 F 0.00
802885814 802885814 03/04/2000 0 00 00 00 9150063 025 F 0.00
802886549 802886549 02/01/2000 0 65 00 00 SUPER FIX 045 F 0.00
802886572 802886572 03/01/2000 0 00 00 00 9150063 030 F 0.00
802886705 802886705 02/18/2000 0 00 00 00 9150063 045 F 0.00
802887372 802887372 03/01/2000 0 00 00 00 9150063 015 F 0.00
802887612 802887612 03/14/2000 0 00 00 00 9150064 015 F 0.00
802890749 802890749 04/01/2000 0 00 00 00 9150063 015 F 0.00
802891010 802891010 02/13/2000 0 00 00 00 9150063 045 F 0.00
802892661 802892661 03/01/2000 0 00 00 00 9150063 015 F 0.00
802892737 802892737 03/05/2000 0 00 00 00 9150063 328 F 0.00
802892851 802892851 03/14/2000 0 00 00 00 9150063 010 F 0.00
802893081 802893081 03/01/2000 0 00 00 00 9150064 030 F 0.00
802893321 802893321 03/11/2000 0 00 00 00 SUPER FIX 015 F 0.00
802894865 802894865 03/14/2000 0 00 00 00 9150064 015 F 0.00
802895359 802895359 03/14/2000 0 00 00 00 9150063 015 F 0.00
802896613 802896613 03/19/2000 0 00 00 00 9150063 045 F 0.00
802896837 802896837 03/01/2000 0 66 00 00 9150063 045 F 0.00
802896928 802896928 03/04/2000 0 00 00 00 9150064 015 F 0.00
802897082 802897082 02/01/2000 0 00 00 00 9150063 015 F 0.00
802898429 802898429 03/02/2000 0 00 00 00 9150063 045 F 0.00
</TABLE>
<PAGE>
Page 4 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802898965 802898965 HASKINS PATRICIA ANN FL 21,904.07 11.850 0.000 78.2 01/20/2000
802899856 802899856 GOYET PAUL VT 29,397.44 14.750 0.000 70.0 01/18/2000
802899872 802899872 CAMPOS SAUL DE 46,488.18 11.650 0.000 85.0 01/04/2000
802901058 802901058 BENTON LAMAR E AL 45,812.93 14.490 0.000 65.0 02/10/2000
802901405 802901405 SMITH HEATHER LEE MA 46,094.96 13.000 0.000 89.6 02/14/2000
802901777 802901777 REALE GENEVIEVE P MA 29,955.23 10.000 0.000 81.7 01/18/2000
802902510 802902510 MOUSSA MAHER F FL 21,289.96 14.200 0.000 85.0 01/24/2000
802903088 802903088 FAUCETTE EVERETTE N NC 56,266.31 10.900 0.000 88.7 01/10/2000
802903583 802903583 BAILEY TERESA D CO 46,000.00 13.000 0.000 68.4 01/13/2000
802903898 802903898 MEADOWCROFT JOHN W MI 45,986.43 10.150 0.000 84.6 01/19/2000
802904953 802904953 SCHREIBER SUSAN K MN 24,889.18 10.900 0.000 75.3 01/12/2000
802905455 802905455 KRETZER PEGGY ANN LA 11,942.42 10.750 0.000 48.0 01/31/2000
802905505 802905505 HELTON MELBA E SC 66,303.33 13.600 0.000 75.0 02/25/2000
802905729 802905729 GROSS DONALD L OH 44,607.96 12.650 0.000 75.0 01/11/2000
802905968 802905968 PRUCHNICKI JAN MICHAEL IL 53,984.14 9.900 0.000 83.2 01/31/2000
802906875 802906875 SLUDER MELVIN E AL 34,939.76 13.000 0.000 78.6 01/12/2000
802907261 802907261 ROBINSON KELVIN P LA 64,000.00 10.500 0.000 80.0 02/11/2000
802907550 802907550 DONNELLY MICHAEL NY 25,719.87 13.400 0.000 86.1 01/19/2000
802910521 802910521 SMITH KEVIN L MI 22,279.36 11.650 0.000 90.0 01/25/2000
802910836 802910836 CURTIS WILLIAM M MN 29,947.34 11.650 0.000 87.0 01/18/2000
802911610 802911610 PRESSLEY ADDIE M GA 31,569.68 14.600 0.000 79.1 02/14/2000
802912543 802912543 GRAHAM GLADYS FL 26,000.00 10.750 0.000 70.2 02/11/2000
802913137 802913137 INMAN JAMES M VA 62,776.90 11.150 0.000 90.0 02/18/2000
802913541 802913541 HEJNY RONALD L CO 41,240.00 12.850 0.000 84.9 01/25/2000
802914739 802914739 SMALL ROBERT T NH 20,433.41 12.100 0.000 89.5 01/20/2000
802914887 802914887 AGUILAR GLORIA L WA 19,500.00 13.500 0.000 79.8 01/28/2000
802916783 802916783 LYNCH LYNTENA R MI 11,957.13 11.850 0.000 78.6 01/31/2000
802916916 802916916 ARNETT EARL H CA 17,174.23 14.800 0.000 80.8 01/21/2000
802918052 802918052 ROWE YVETTE H NH 47,068.76 11.300 0.000 38.2 01/11/2000
802918490 802918490 LOMBARDO FRANK V NY 31,872.49 13.150 0.000 90.0 01/11/2000
802919522 802919522 MCDOWELL MICHAEL W SC 62,050.00 12.650 0.000 85.0 01/04/2000
802919597 802919597 WEBB PAUL D TN 21,232.64 13.000 0.000 83.6 02/28/2000
802920009 802920009 GILBERT HANK SHANE NC 53,250.63 12.650 0.000 85.0 02/14/2000
802920587 802920587 PETERSON BRUCE AZ 12,482.66 13.000 0.000 72.0 01/20/2000
802920645 802920645 COX BRIAN NY 57,890.21 12.150 0.000 89.9 01/20/2000
802920710 802920710 TORRES ELIZABETH NY 24,939.32 11.600 0.000 66.8 01/20/2000
802922203 802922203 PATEL GHANSHYAM M FL 49,565.98 11.475 0.000 69.9 01/13/2000
802923276 802923276 MITCHELL LAWERENCE LA 32,000.00 13.600 0.000 80.0 01/28/2000
802923748 802923748 PATE DAVID J AZ 49,072.77 11.250 0.000 85.0 01/12/2000
802923839 802923839 NGUYEN TUAN XUAN CA 146,839.38 10.500 0.000 69.3 01/19/2000
802926865 802926865 LEONARD PHYLLIS P GA 82,450.00 13.800 0.000 85.0 03/21/2000
802927608 802927608 KENNEDY PAULA D MD 27,324.02 10.250 0.000 87.0 01/14/2000
802927764 802927764 WILLIAMS THOMAS W CO 39,672.78 14.100 0.000 79.9 01/20/2000
802928010 802928010 LAPPAN JOHN PA 32,791.48 10.400 0.000 50.7 02/14/2000
802929307 802929307 ROWELL GERLENE M FL 51,000.00 14.350 0.000 76.6 03/24/2000
802929331 802929331 MCKINNEY SANDRA ELLEN AZ 33,787.32 11.400 0.000 85.0 01/21/2000
802929729 802929729 JOHNSON MYRON A IL 28,000.00 12.150 0.000 89.9 01/31/2000
802931154 802931154 BARNA FRANK J MN 38,959.45 10.650 0.000 84.8 01/24/2000
802931972 802931972 HUFFMAN WANDA JEAN VA 19,137.59 11.800 0.000 79.9 01/12/2000
802932004 802932004 GRANT NORRIS SC 27,825.00 13.600 0.000 75.0 01/12/2000
802932087 802932087 COOPER LESLIE H FL 9,996.18 13.600 0.000 85.0 01/26/2000
802932657 802932657 FREEMAN MICHAEL J MI 25,320.02 10.900 0.000 84.3 01/25/2000
802932699 802932699 WILLIAMS BOBBY G GA 34,653.49 13.600 0.000 75.0 01/03/2000
802933572 802933572 DESTEFANO JOHN NY 25,898.06 12.550 0.000 88.6 01/13/2000
802936344 802936344 BREWER ARTHUR R MS 28,263.88 10.400 0.000 71.2 01/14/2000
802938258 802938258 DIAZ JOHN C NH 52,214.92 12.250 0.000 69.7 01/11/2000
802938399 802938399 REED LUTHER H VA 56,100.00 13.350 0.000 85.0 02/15/2000
802938779 802938779 WELLER CHRISTOPHE L DE 35,108.45 13.100 0.000 85.9 01/21/2000
802939132 802939132 SUMMENT REGINA M VA 24,554.67 12.850 0.000 84.7 02/01/2000
802939876 802939876 DORTCH CONRAD L VA 26,600.00 13.750 0.000 70.0 02/07/2000
802940916 802940916 ROMANO FRANK C NY 54,445.76 12.100 0.000 64.9 01/13/2000
802941146 802941146 NASH RICHARD W ME 37,000.00 12.850 0.000 54.4 01/25/2000
802941526 802941526 WHITAKER SPI BRENDA K SC 39,876.99 10.500 0.000 68.9 01/21/2000
802941559 802941559 DAVIS DAVID J UT 20,000.00 12.600 0.000 84.0 02/02/2000
802941914 802941914 JOHNSON ALBERT R JR MA 10,020.19 12.750 0.000 85.6 01/28/2000
802941971 802941971 TYLER TED L CA 49,477.27 10.350 0.000 47.5 01/12/2000
802942094 802942094 PAGE EDITH M FL 32,640.83 10.775 0.000 84.9 01/24/2000
802942102 802942102 TURNER DELORIS LA 15,000.00 11.750 0.000 75.0 01/31/2000
802942300 802942300 MITCHELL PHILLIP B SC 38,821.57 14.350 0.000 72.2 01/20/2000
802942425 802942425 GLASS FRED B CO 30,112.33 13.700 0.000 80.0 01/26/2000
802942474 802942474 CONTRERAS RUBEN CA 50,920.00 9.900 0.000 81.7 01/14/2000
802942532 802942532 LOPEZ MARTIN L CA 51,000.00 11.100 0.000 79.2 02/09/2000
802943928 802943928 PACHECO JOSE CARLOS NC 32,512.31 12.650 0.000 85.0 02/01/2000
802944470 802944470 COULSON JAMES M MI 31,941.66 12.850 0.000 84.7 01/28/2000
802944496 802944496 ROMERO JOSE N AZ 18,265.61 12.750 0.000 89.8 01/28/2000
802945360 802945360 THOMASSON JEROME GA 77,604.20 12.750 0.000 85.0 02/24/2000
802945881 802945881 SAFSTROM JOHN MICHAEL OR 38,000.00 12.600 0.000 33.9 01/12/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802898965 802898965 03/20/2000 0 00 00 00 9150063 015 F 0.00
802899856 802899856 02/18/2000 0 00 00 00 9150063 025 F 0.00
802899872 802899872 03/04/2000 0 00 00 00 9150063 015 F 0.00
802901058 802901058 03/14/2000 0 00 00 00 SUPER FIX 030 F 0.00
802901405 802901405 03/01/2000 0 00 00 00 9150064 045 F 0.00
802901777 802901777 03/18/2000 0 00 00 00 9150063 020 F 0.00
802902510 802902510 03/14/2000 0 00 00 00 9150063 015 F 0.00
802903088 802903088 03/01/2000 0 00 00 00 9150063 015 F 0.00
802903583 802903583 03/01/2000 0 00 00 00 9150063 015 F 0.00
802903898 802903898 02/19/2000 0 00 00 00 9150063 020 F 0.00
802904953 802904953 03/12/2000 0 78 00 00 9150063 015 F 0.00
802905455 802905455 03/01/2000 0 00 00 00 9150063 010 F 0.00
802905505 802905505 03/25/2000 0 00 00 00 9150064 030 F 0.00
802905729 802905729 03/01/2000 0 00 00 00 9150063 010 F 0.00
802905968 802905968 03/01/2000 0 00 00 00 9150064 045 F 0.00
802906875 802906875 03/12/2000 0 00 00 00 9150063 020 F 0.00
802907261 802907261 03/11/2000 0 00 00 00 9150064 030 F 0.00
802907550 802907550 03/05/2000 0 00 00 00 9150063 020 F 0.00
802910521 802910521 02/25/2000 0 00 00 00 9150063 015 F 0.00
802910836 802910836 03/18/2000 0 00 00 00 9150063 020 F 0.00
802911610 802911610 03/01/2000 0 00 00 00 SUPER FIX 020 F 0.00
802912543 802912543 03/11/2000 0 00 00 00 9150064 020 F 0.00
802913137 802913137 03/18/2000 0 00 00 00 9150064 030 F 0.00
802913541 802913541 03/01/2000 0 00 00 00 9150063 015 F 0.00
802914739 802914739 03/06/2000 0 00 00 00 9150063 015 F 0.00
802914887 802914887 03/01/2000 0 00 00 00 9150063 045 F 0.00
802916783 802916783 02/21/2000 0 00 00 00 9150063 015 F 0.00
802916916 802916916 03/01/2000 0 00 00 00 9150063 020 F 0.00
802918052 802918052 03/28/2000 0 00 00 00 9150063 015 F 0.00
802918490 802918490 03/20/2000 0 00 00 00 9150063 045 F 0.00
802919522 802919522 02/04/2000 0 00 00 00 9150063 030 F 0.00
802919597 802919597 02/01/2000 0 65 00 00 9150064 010 F 0.00
802920009 802920009 03/14/2000 0 00 00 00 9150064 030 F 0.00
802920587 802920587 03/01/2000 0 00 00 00 9150063 020 F 0.00
802920645 802920645 03/20/2000 0 00 00 00 9150063 020 F 0.00
802920710 802920710 03/20/2000 0 00 00 00 9150063 020 F 0.00
802922203 802922203 04/13/2000 0 00 00 00 9150063 010 F 0.00
802923276 802923276 02/11/2000 0 00 00 00 9150064 020 F 0.00
802923748 802923748 04/01/2000 0 00 00 00 9150063 030 F 0.00
802923839 802923839 03/01/2000 0 00 00 00 9150063 045 F 0.00
802926865 802926865 03/06/2000 0 00 00 00 SUPER FIX 030 F 0.00
802927608 802927608 03/14/2000 0 00 00 00 9150063 015 F 0.00
802927764 802927764 04/01/2000 0 00 00 00 9150063 015 F 0.00
802928010 802928010 03/14/2000 0 00 00 00 9150064 010 F 0.00
802929307 802929307 03/06/2000 0 00 00 00 SUPER FIX 045 F 0.00
802929331 802929331 04/01/2000 0 00 00 00 9150063 020 F 0.00
802929729 802929729 03/01/2000 0 00 00 00 9150063 015 F 0.00
802931154 802931154 02/24/2000 0 00 00 00 9150063 020 F 0.00
802931972 802931972 03/12/2000 0 00 00 00 9150063 010 F 0.00
802932004 802932004 03/12/2000 0 00 00 00 9150063 020 F 0.00
802932087 802932087 02/26/2000 0 00 00 00 9150063 015 F 0.00
802932657 802932657 02/25/2000 0 00 00 00 9150063 010 F 0.00
802932699 802932699 03/03/2000 0 00 00 00 9150063 015 F 0.00
802933572 802933572 03/01/2000 0 00 00 00 9150063 020 F 0.00
802936344 802936344 04/01/2000 0 00 00 00 9150063 015 F 0.00
802938258 802938258 04/04/2000 0 00 00 00 9150063 015 F 0.00
802938399 802938399 03/15/2000 0 00 00 00 9150064 030 F 0.00
802938779 802938779 03/21/2000 0 00 00 00 9150063 020 F 0.00
802939132 802939132 04/17/2000 0 00 00 00 9150063 015 F 0.00
802939876 802939876 03/07/2000 0 00 00 00 9150064 015 F 0.00
802940916 802940916 03/13/2000 0 00 00 00 9150063 338 F 0.00
802941146 802941146 02/25/2000 0 00 00 00 9150063 020 F 0.00
802941526 802941526 03/21/2000 0 65 00 00 9150063 025 F 0.00
802941559 802941559 03/01/2000 0 00 00 00 9150064 045 F 0.00
802941914 802941914 05/06/2000 0 00 00 00 9150063 045 F 0.00
802941971 802941971 04/01/2000 0 00 00 00 9150063 045 F 0.00
802942094 802942094 02/24/2000 0 00 00 00 9150063 015 F 0.00
802942102 802942102 03/01/2000 0 65 00 00 9150063 010 F 0.00
802942300 802942300 03/20/2000 0 00 00 00 9150063 020 F 0.00
802942425 802942425 03/26/2000 0 00 00 00 9150063 015 F 0.00
802942474 802942474 03/01/2000 0 00 00 00 9150063 045 F 0.00
802942532 802942532 03/01/2000 0 00 00 00 9150064 045 F 0.00
802943928 802943928 03/01/2000 0 00 00 00 9150064 025 F 0.00
802944470 802944470 03/03/2000 0 00 00 00 9150063 045 F 0.00
802944496 802944496 03/24/2000 0 00 00 00 9150063 010 F 0.00
802945360 802945360 03/24/2000 0 00 00 00 9150064 030 F 0.00
802945881 802945881 03/01/2000 0 00 00 00 9150063 015 F 0.00
</TABLE>
<PAGE>
Page 5 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802945931 802945931 CULLEN MICHAEL J NY 35,653.14 11.900 0.000 89.7 01/27/2000
802946111 802946111 ODONNELL CHARLES M II OH 37,500.00 11.900 0.000 72.1 03/01/2000
802946616 802946616 SIMON FERMON MD 19,150.05 11.150 0.000 90.0 02/02/2000
802946970 802946970 BIBB HAZEL NC 39,895.12 11.750 0.000 61.5 02/11/2000
802947002 802947002 ALVAREZ JORGE A FL 56,200.25 10.900 0.000 89.8 01/19/2000
802947010 802947010 BUSWELL THOMAS A NH 29,891.43 13.500 0.000 85.9 01/12/2000
802948075 802948075 GILMORE RICHARD T CO 43,000.00 11.600 0.000 72.1 01/18/2000
802948406 802948406 RIOJAS GABRIEL R CA 53,200.00 11.650 0.000 89.9 01/14/2000
802948703 802948703 MCGRADY JOHN NY 47,737.41 12.100 0.000 80.9 01/14/2000
802949131 802949131 LAYFIELD KEITH EARL IL 39,799.79 10.900 0.000 83.5 01/18/2000
802949933 802949933 SMITH DAVID H PA 29,462.00 11.850 0.000 79.9 01/26/2000
802949941 802949941 MAJUSTE RENETTE FL 18,339.50 11.400 0.000 89.9 01/25/2000
802950642 802950642 HILL WILLIAM G CO 30,000.00 12.150 0.000 67.6 01/28/2000
802950816 802950816 FEENEY CHRISTOPHE S NJ 85,000.00 12.000 0.000 61.9 02/08/2000
802951129 802951129 OLSEN ROBYN RENEE MN 116,941.14 12.650 0.000 84.4 01/12/2000
802951764 802951764 RIDDLE ENOS H PA 31,400.00 10.150 0.000 84.6 02/02/2000
802952333 802952333 LOPES JODI L NY 71,884.37 10.900 0.000 79.9 01/12/2000
802952382 802952382 HUMPHRIES DUANE J UT 39,970.57 13.350 0.000 84.9 01/14/2000
802952606 802952606 MERGES ADAM J MN 47,509.03 11.150 0.000 89.9 01/18/2000
802952739 802952739 MUSSELWHITE EDNA M NC 23,950.63 13.850 0.000 75.0 01/20/2000
802954180 802954180 BUKUR DEBORAH LOUISE CO 31,198.01 12.400 0.000 83.6 01/21/2000
802954206 802954206 SANTIAGO DELIA CA 31,281.04 9.750 0.000 65.8 01/28/2000
802955138 802955138 HOLT HOLLIE NC 25,000.00 11.750 0.000 64.1 02/16/2000
802955617 802955617 MCNAIR MARY LOU NC 68,152.09 12.750 0.000 75.0 02/11/2000
802956094 802956094 HERNANDEZ EVELIO L FL 19,905.35 12.850 0.000 84.9 01/26/2000
802956847 802956847 WILLIAMS DOREEN MI 45,683.01 13.900 0.000 75.0 01/25/2000
802956987 802956987 BROW MARK T NY 55,772.86 11.375 0.000 49.6 02/29/2000
802957183 802957183 SHELTON EDDIE TX 40,496.74 10.600 0.000 70.0 01/18/2000
802957787 802957787 MALLOY DEBRA L NC 32,222.22 12.400 0.000 85.0 02/07/2000
802958009 802958009 WILCOX MICHAEL T MI 16,342.94 12.100 0.000 74.6 01/28/2000
802958116 802958116 MCCLINTOCK WILLIAM J IN 54,016.00 13.350 0.000 85.0 01/28/2000
802958215 802958215 LEIB PETER T NJ 109,837.82 11.825 0.000 72.9 01/31/2000
802958868 802958868 ALUKONIS JOHN A JR PA 26,822.44 11.000 0.000 65.7 01/26/2000
802959437 802959437 HEBERT JULIE A CA 39,585.00 12.000 0.000 85.9 01/19/2000
802959692 802959692 VELANDIA LUIS A NY 20,900.00 10.850 0.000 80.7 01/26/2000
802960369 802960369 JOHNSON TIMOTHY W VA 47,400.00 12.150 0.000 90.0 01/19/2000
802960906 802960906 FERGUSON JAMMIE WV 30,400.00 12.250 0.000 80.0 01/10/2000
802961367 802961367 BARLION JOHN E NV 29,941.59 11.350 0.000 65.3 01/21/2000
802961425 802961425 HOWARD DARRELL MI 42,900.00 13.890 0.000 65.0 01/07/2000
802961623 802961623 TWINE MARGIE MS 31,032.51 10.400 0.000 65.0 02/02/2000
802961953 802961953 VERMILIO RODNEY RAY FL 39,117.00 11.000 0.000 76.4 02/22/2000
802961961 802961961 LARKE WILLIAM NY 114,346.01 12.950 0.000 74.9 01/13/2000
802962043 802962043 MANN RONALD E CA 65,000.00 9.400 0.000 74.2 02/03/2000
802962175 802962175 KIERONSKI RAYMOND M IL 153,333.53 12.600 0.000 89.8 01/24/2000
802962431 802962431 BOWMAN KELLY P CO 25,743.66 11.900 0.000 84.8 01/27/2000
802962530 802962530 SOUCY MARGARET NM 58,926.61 11.150 0.000 85.0 02/07/2000
802963231 802963231 LEO DONALD W NY 275,711.02 11.400 0.000 90.0 01/24/2000
802963587 802963587 BENNETT FRANK L SR RI 23,738.80 11.600 0.000 83.3 01/10/2000
802963645 802963645 BLISS EARL PA 69,833.94 11.700 0.000 73.2 01/31/2000
802963769 802963769 ALI SYED MUSHARAF NY 63,979.18 12.800 0.000 90.0 01/14/2000
802963777 802963777 LOZANO RUDY J CA 50,000.00 12.700 0.000 73.0 02/02/2000
802964387 802964387 JENKINS FRED TX 63,750.00 11.250 0.000 74.5 02/24/2000
802964395 802964395 SAMONS LYNN E CA 73,553.43 12.150 0.000 89.7 01/27/2000
802964494 802964494 BLAIR ANTHONY L CA 31,618.00 11.900 0.000 85.0 01/20/2000
802966929 802966929 JOHNSON KATHLEEN M MA 20,332.22 11.700 0.000 52.9 01/19/2000
802966986 802966986 SOUED JEFFREY A NJ 49,894.45 12.500 0.000 76.9 02/09/2000
802967596 802967596 WILLIAMS WANDA J FL 24,500.00 11.250 0.000 70.0 01/25/2000
802968321 802968321 FEITT ROBERT F CA 85,000.00 10.600 0.000 59.6 02/10/2000
802968875 802968875 MCADAMS WILLIAM G SC 66,000.00 13.550 0.000 77.1 02/11/2000
802968909 802968909 TRAN TAI KHIEM CA 69,852.43 12.700 0.000 70.0 01/31/2000
802969279 802969279 TANNER ELISHA D FL 26,400.00 10.650 0.000 80.0 01/18/2000
802969840 802969840 GESTETNER CARL NJ 75,000.00 12.350 0.000 64.0 01/28/2000
802970954 802970954 OTSTOT SHARON L PA 15,872.94 11.750 0.000 88.1 01/14/2000
802971374 802971374 MOREL GARY II MI 46,400.00 14.150 0.000 80.0 01/19/2000
802971838 802971838 THOMPSON D JOYCE FL 33,746.19 11.650 0.000 85.0 01/25/2000
802972182 802972182 AMATO JOSEPH NY 53,900.00 11.400 0.000 88.1 01/26/2000
802972216 802972216 JIMENEZ JOSE M MA 52,900.00 12.750 0.000 84.8 01/12/2000
802972653 802972653 MAZAN SHERRIE A MD 22,100.00 14.250 0.000 54.5 03/16/2000
802972869 802972869 BRADFORD SAM J FL 34,262.92 11.500 0.000 74.7 01/13/2000
802973412 802973412 STOLARCZYK ALAN R MA 28,632.00 13.990 0.000 79.9 01/12/2000
802973966 802973966 WHEELOCK LAURIN FL 54,000.00 12.000 0.000 79.7 01/19/2000
802974139 802974139 THOMPSON REES BOWEN AZ 33,000.00 11.850 0.000 84.7 02/04/2000
802974790 802974790 HUNG LILY CHIEN CA 90,000.00 12.350 0.000 84.2 01/31/2000
802975029 802975029 FOLAND RICHARD W MD 39,402.48 8.750 0.000 79.4 01/20/2000
802976225 802976225 TANKSLEY TIMOTHY LEWIS GA 44,849.99 14.350 0.000 75.0 02/07/2000
802976423 802976423 SULLIVAN TERRENCE R MA 90,000.00 12.350 0.000 66.4 01/20/2000
802977728 802977728 WISKUR ALVIN J MO 43,923.30 13.000 0.000 80.0 02/07/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802945931 802945931 03/18/2000 0 00 00 00 9150063 015 F 0.00
802946111 802946111 03/10/2000 0 00 00 00 SUPER FIX 045 F 0.00
802946616 802946616 03/02/2000 0 00 00 00 9150063 015 F 0.00
802946970 802946970 03/11/2000 0 00 00 00 9150064 025 F 0.00
802947002 802947002 03/19/2000 0 00 00 00 9150063 015 F 0.00
802947010 802947010 03/05/2000 0 00 00 00 9150063 015 F 0.00
802948075 802948075 03/01/2000 0 00 00 00 9150063 045 F 0.00
802948406 802948406 03/01/2000 0 00 00 00 9150063 045 F 0.00
802948703 802948703 03/14/2000 0 00 00 00 9150063 045 F 0.00
802949131 802949131 04/01/2000 0 00 00 00 9150063 020 F 0.00
802949933 802949933 02/26/2000 0 00 00 00 9150063 338 F 0.00
802949941 802949941 02/25/2000 0 00 00 00 9150063 010 F 0.00
802950642 802950642 02/19/2000 0 00 00 00 9150063 020 F 0.00
802950816 802950816 02/18/2000 0 00 00 00 9150064 045 F 0.00
802951129 802951129 03/12/2000 0 00 00 00 9150063 045 F 0.00
802951764 802951764 03/01/2000 0 00 00 00 9150063 015 F 0.00
802952333 802952333 03/12/2000 0 00 00 00 9150063 045 F 0.00
802952382 802952382 04/01/2000 0 00 00 00 9150063 345 F 0.00
802952606 802952606 03/18/2000 0 00 00 00 9150063 015 F 0.00
802952739 802952739 03/20/2000 0 00 00 00 9150063 025 F 0.00
802954180 802954180 03/01/2000 0 00 00 00 9150063 045 F 0.00
802954206 802954206 03/01/2000 0 00 00 00 9150063 020 F 0.00
802955138 802955138 02/16/2000 0 00 00 00 9150064 025 F 0.00
802955617 802955617 03/11/2000 0 00 00 00 9150064 030 F 0.00
802956094 802956094 02/26/2000 0 00 00 00 9150063 015 F 0.00
802956847 802956847 03/11/2000 0 00 00 00 SUPER FIX 030 F 0.00
802956987 802956987 03/10/2000 0 00 00 00 SUPER FIX 015 F 0.00
802957183 802957183 03/01/2000 0 00 00 00 9150063 025 F 0.00
802957787 802957787 03/07/2000 0 00 00 00 9150064 015 F 0.00
802958009 802958009 03/01/2000 0 00 00 00 9150063 015 F 0.00
802958116 802958116 02/06/2000 0 00 00 00 9150063 020 F 0.00
802958215 802958215 03/08/2000 0 00 00 00 9150063 045 F 0.00
802958868 802958868 03/26/2000 0 00 00 00 9150063 015 F 0.00
802959437 802959437 03/01/2000 0 00 00 00 9150063 020 F 0.00
802959692 802959692 02/26/2000 0 00 00 00 9150063 020 F 0.00
802960369 802960369 02/19/2000 0 00 00 00 9150063 045 F 0.00
802960906 802960906 02/10/2000 0 00 00 00 9150063 010 F 0.00
802961367 802961367 03/01/2000 0 00 00 00 9150063 015 F 0.00
802961425 802961425 02/01/2000 0 00 00 00 SUPER FIX 045 F 0.00
802961623 802961623 04/02/2000 0 00 00 00 9150063 025 F 0.00
802961953 802961953 03/01/2000 0 00 00 00 9150064 045 F 0.00
802961961 802961961 03/01/2000 0 00 00 00 9150063 328 F 0.00
802962043 802962043 03/01/2000 0 00 00 00 9150063 020 F 0.00
802962175 802962175 03/01/2000 0 00 00 00 9150063 045 F 0.00
802962431 802962431 03/20/2000 0 00 00 00 9150063 015 F 0.00
802962530 802962530 04/01/2000 0 00 00 00 9150064 045 F 0.00
802963231 802963231 02/24/2000 0 00 00 00 9150063 045 F 0.00
802963587 802963587 03/10/2000 0 00 00 00 9150063 015 F 0.00
802963645 802963645 03/01/2000 0 00 00 00 9150063 020 F 0.00
802963769 802963769 03/10/2000 0 00 00 00 9150063 015 F 0.00
802963777 802963777 03/01/2000 0 00 00 00 9150063 338 F 0.00
802964387 802964387 03/01/2000 0 00 00 00 9150064 321 F 0.00
802964395 802964395 03/01/2000 0 00 00 00 9150063 045 F 0.00
802964494 802964494 03/01/2000 0 00 00 00 9150063 045 F 0.00
802966929 802966929 03/19/2000 0 00 00 00 9150063 010 F 0.00
802966986 802966986 03/01/2000 0 00 00 00 9150064 045 F 0.00
802967596 802967596 02/25/2000 0 00 00 00 9150064 045 F 0.00
802968321 802968321 03/01/2000 0 00 00 00 9150064 045 F 0.00
802968875 802968875 02/11/2000 0 00 00 00 SUPER FIX 045 F 0.00
802968909 802968909 03/01/2000 0 00 00 00 9150063 020 F 0.00
802969279 802969279 02/18/2000 0 00 00 00 9150063 025 F 0.00
802969840 802969840 03/01/2000 0 00 00 00 9150064 045 F 0.00
802970954 802970954 03/14/2000 0 00 00 00 9150063 015 F 0.00
802971374 802971374 03/12/2000 0 00 00 00 SUPER FIX 045 F 0.00
802971838 802971838 03/25/2000 0 00 00 00 9150063 025 F 0.00
802972182 802972182 02/26/2000 0 00 00 00 9150063 045 F 0.00
802972216 802972216 03/12/2000 0 00 00 00 9150063 045 F 0.00
802972653 802972653 03/16/2000 0 00 00 00 SUPER FIX 030 F 0.00
802972869 802972869 03/13/2000 0 00 00 00 9150063 045 F 0.00
802973412 802973412 03/15/2000 0 00 00 00 9150063 015 F 0.00
802973966 802973966 03/03/2000 0 00 00 00 9150063 045 F 0.00
802974139 802974139 03/01/2000 0 00 00 00 9150063 020 F 0.00
802974790 802974790 03/01/2000 0 00 00 00 9150063 045 F 0.00
802975029 802975029 03/20/2000 0 00 00 00 9150063 020 F 0.00
802976225 802976225 03/07/2000 0 65 00 00 9150064 015 F 0.00
802976423 802976423 03/01/2000 0 00 00 00 9150063 045 F 0.00
802977728 802977728 03/07/2000 0 00 00 00 9150064 020 F 0.00
</TABLE>
<PAGE>
Page 6 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802977918 802977918 AMICK WALTER T CA 32,636.19 13.100 0.000 60.1 02/03/2000
802977967 802977967 LEWIS LILLIAN M VA 82,980.00 11.750 0.000 85.9 02/14/2000
802978262 802978262 CAMPBELL LYNN CA 53,845.84 12.100 0.000 85.8 02/22/2000
802978338 802978338 MINTZ GARY FL 17,972.68 13.500 0.000 73.4 01/25/2000
802978577 802978577 BAKER ROBERT D IN 80,648.70 14.150 0.000 80.9 02/29/2000
802978866 802978866 AREHART WALLACE L VA 74,255.15 11.500 0.000 78.8 02/28/2000
802979724 802979724 LAVELL KIT CA 70,250.00 11.850 0.000 84.1 01/31/2000
802980227 802980227 AMATO CAROL M FL 16,275.63 9.900 0.000 58.9 01/19/2000
802980490 802980490 KASSOLIS CONSTANCE R MD 63,078.91 11.650 0.000 80.0 02/01/2000
802980847 802980847 BUSHONG ANTHONY IL 20,976.38 14.200 0.000 85.0 01/28/2000
802980979 802980979 ARGOTE PEDRO FL 7,767.85 11.400 0.000 89.9 01/10/2000
802981605 802981605 PIGGOT ALAN M CO 21,380.00 12.100 0.000 84.9 02/02/2000
802982108 802982108 GRISE JAY T FL 41,213.16 12.500 0.000 85.0 02/18/2000
802982140 802982140 FLORES TERESA KS 69,246.00 13.850 0.000 80.9 02/18/2000
802982355 802982355 HOLLINGSWORT ANNIE MI 25,999.01 12.750 0.000 56.5 02/25/2000
802982611 802982611 MYERS ROBERT D OK 39,868.84 11.850 0.000 53.2 02/24/2000
802982637 802982637 SAVICH SAVO CA 56,000.00 10.350 0.000 33.5 01/24/2000
802982652 802982652 HECKSCHER KAREN P CA 75,000.00 11.700 0.000 59.1 02/10/2000
802982660 802982660 MARIE LOPEZ JACQUELINE CO 42,000.00 12.750 0.000 83.9 01/14/2000
802983734 802983734 FREIER WILLIAM R NY 32,637.25 13.600 0.000 85.9 01/24/2000
802984674 802984674 FILIPPELLI ROBERT P FL 22,568.02 10.050 0.000 80.0 01/13/2000
802985309 802985309 WILLIAMS KENNETH MI 40,500.00 14.000 0.000 78.9 02/16/2000
802985317 802985317 DAHL PAUL W IL 30,390.31 10.750 0.000 84.9 01/19/2000
802985960 802985960 REPPY SHARON M NJ 49,980.62 12.750 0.000 50.8 01/28/2000
802986901 802986901 BARKEY LOIS A CO 33,793.45 11.900 0.000 83.2 01/19/2000
802987131 802987131 SHUTE CAROL ANN WA 56,688.34 11.350 0.000 74.4 01/18/2000
802987172 802987172 CANTY W.P TIMOTHY CO 69,000.00 13.500 0.000 70.4 02/22/2000
802987271 802987271 KUKUCHKA FRANK UT 16,600.00 13.400 0.000 81.5 01/27/2000
802987347 802987347 HALABY OSCAR S CO 37,458.05 10.300 0.000 88.7 01/31/2000
802987362 802987362 SMITH GARTH A CO 34,710.37 11.650 0.000 89.8 01/20/2000
802987727 802987727 KILPATRICK CHARLES C MD 54,694.64 8.750 0.000 64.9 01/24/2000
802988899 802988899 BRANNON JESSIE J FL 20,931.69 14.000 0.000 70.0 02/03/2000
802989202 802989202 FITCHES KENNETH LESTER CO 22,769.16 10.400 0.000 78.2 01/26/2000
802989210 802989210 QUICQUARO ANTHONY J CT 48,164.60 10.500 0.000 80.9 01/20/2000
802989533 802989533 KIRKENDALL VIRGINIA D UT 44,656.61 12.250 0.000 79.8 01/24/2000
802989640 802989640 REYES EVELYN E NM 43,400.00 14.500 0.000 70.0 01/20/2000
802989863 802989863 HOCKENBERG DAVID AZ 31,100.00 10.150 0.000 81.4 02/04/2000
802989913 802989913 LEMOYNE ROBERT R ME 70,343.18 12.400 0.000 80.0 01/24/2000
802990317 802990317 BONNER GLENDOLYN G FL 54,632.74 10.650 0.000 68.2 01/24/2000
802991067 802991067 DINGLE BRENT M CO 23,881.00 12.750 0.000 85.0 01/31/2000
802991323 802991323 DOWLING EDITH M FL 15,462.33 12.250 0.000 84.8 01/24/2000
802991661 802991661 GONZALES DANIEL N CO 21,000.00 11.900 0.000 81.0 01/21/2000
802992388 802992388 KOPATCH JOANNE SC 18,315.79 12.600 0.000 41.1 02/07/2000
802992966 802992966 TRAVER ROY E MA 115,253.46 11.900 0.000 85.4 02/09/2000
802993204 802993204 HENKE TIMOTHY S MO 35,368.49 11.650 0.000 85.0 01/31/2000
802993352 802993352 UHL DANIEL F MI 46,735.35 12.250 0.000 85.0 01/24/2000
802993576 802993576 MOORE SANDRA T UT 14,767.09 10.400 0.000 80.0 02/01/2000
802994178 802994178 BESS WILLIAM SCOTT PA 37,953.71 11.750 0.000 69.0 02/09/2000
802994442 802994442 DEJESUS PAULINO RI 73,800.00 11.750 0.000 90.0 03/15/2000
802996033 802996033 MENDOZA LEA C WA 32,800.00 12.000 0.000 82.5 01/31/2000
802997031 802997031 MCKELVIN IDA SC 32,300.00 12.500 0.000 85.0 03/15/2000
802998757 802998757 KICK ARLENE NY 39,769.61 11.350 0.000 29.0 01/13/2000
802999110 802999110 FANSLER GRAY JR NC 72,190.14 12.250 0.000 85.0 02/09/2000
802999417 802999417 MANZI ANTHONY J CT 27,443.64 12.500 0.000 89.8 01/18/2000
802999490 802999490 MAYO DONNA M NY 27,196.32 11.650 0.000 89.8 01/31/2000
802999805 802999805 REDDING WANDA SC 42,400.00 13.250 0.000 80.0 02/09/2000
802999995 802999995 RANDALL JAMES H SC 63,394.59 11.650 0.000 90.0 02/15/2000
803000066 803000066 ABSOLU ARNOLD NY 67,956.42 13.250 0.000 80.0 01/24/2000
803002534 803002534 STEWART CATHRINE M LA 29,100.00 10.500 0.000 72.7 02/07/2000
803004241 803004241 BURKE TIMOTHY R PA 24,169.94 10.600 0.000 89.9 02/01/2000
803004407 803004407 SCHAFFROTH ERIC PA 16,453.86 12.000 0.000 81.6 01/31/2000
803004498 803004498 CAVANAUGH MICHAEL S MI 15,160.00 12.100 0.000 84.9 01/28/2000
803005545 803005545 BARRON MATTHEW PA 25,901.26 11.650 0.000 89.5 01/28/2000
803005909 803005909 HARTSFIELD CLAUDE L FL 56,950.00 13.000 0.000 85.0 02/29/2000
803007038 803007038 WATSON STEPHAN L AZ 25,200.00 12.650 0.000 84.9 01/14/2000
803007087 803007087 SERRA ANTONIO UT 17,000.00 12.150 0.000 84.9 01/31/2000
803007533 803007533 MCMULLIN MICHAEL C MD 31,000.00 10.900 0.000 89.9 02/02/2000
803008127 803008127 GALARZA JAIME JR PA 33,275.42 11.900 0.000 89.7 01/28/2000
803008960 803008960 MARION RICHARD C NC 29,594.52 12.000 0.000 85.0 02/03/2000
803009026 803009026 WELLER MELVIN A FL 18,700.90 13.600 0.000 75.0 02/02/2000
803009810 803009810 LANCASTER LINDA GA 22,050.00 12.600 0.000 70.0 02/24/2000
803010750 803010750 SPERONI KAREN M MA 21,309.21 12.750 0.000 86.8 01/31/2000
803010875 803010875 SHAFF SANDRA L NY 21,926.60 12.500 0.000 64.7 02/08/2000
803011287 803011287 GULLEY EDWINA L TN 62,791.17 11.650 0.000 84.0 02/07/2000
803013424 803013424 DELACRUZ ROBERT UT 25,473.69 10.990 0.000 85.0 02/02/2000
803013549 803013549 DO RICHARD CA 135,955.00 11.150 0.000 90.0 02/16/2000
803015627 803015627 JOHNSON LORETTA TX 21,853.39 10.250 0.000 80.0 02/24/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802977918 802977918 03/01/2000 0 00 00 00 9150063 015 F 0.00
802977967 802977967 03/14/2000 0 00 00 00 9150064 045 F 0.00
802978262 802978262 03/01/2000 0 00 00 00 9150064 045 F 0.00
802978338 802978338 02/25/2000 0 00 00 00 9150063 015 F 0.00
802978577 802978577 03/24/2000 0 00 00 00 SUPER FIX 045 F 0.00
802978866 802978866 03/28/2000 0 00 00 00 9150064 030 F 0.00
802979724 802979724 03/01/2000 0 00 00 00 9150063 020 F 0.00
802980227 802980227 03/19/2000 0 00 00 00 9150063 010 F 0.00
802980490 802980490 02/05/2000 0 00 00 00 9150063 045 F 0.00
802980847 802980847 03/06/2000 0 00 00 00 9150063 015 F 0.00
802980979 802980979 03/10/2000 0 00 00 00 9150063 015 F 0.00
802981605 802981605 03/01/2000 0 00 00 00 9150063 015 F 0.00
802982108 802982108 03/18/2000 0 00 00 00 9150064 025 F 0.00
802982140 802982140 03/01/2000 0 00 00 00 9150064 030 F 0.00
802982355 802982355 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
802982611 802982611 04/01/2000 0 00 00 00 9150064 025 F 0.00
802982637 802982637 03/01/2000 0 65 00 00 9150063 015 F 0.00
802982652 802982652 03/01/2000 0 00 00 00 9150064 045 F 0.00
802982660 802982660 03/01/2000 0 00 00 00 9150063 020 F 0.00
802983734 802983734 03/24/2000 0 67 00 00 9150063 045 F 0.00
802984674 802984674 02/13/2000 0 00 00 00 9150063 015 F 0.00
802985309 802985309 02/28/2000 0 00 00 00 9150064 045 F 0.00
802985317 802985317 03/19/2000 0 00 00 00 9150063 015 F 0.00
802985960 802985960 02/24/2000 0 00 00 00 9150063 045 F 0.00
802986901 802986901 04/01/2000 0 00 00 00 9150063 045 F 0.00
802987131 802987131 03/01/2000 0 00 00 00 9150063 045 F 0.00
802987172 802987172 03/01/2000 0 00 00 00 9150064 045 F 0.00
802987271 802987271 02/01/2000 0 00 78 00 9150063 015 F 0.00
802987347 802987347 03/01/2000 0 00 00 00 9150063 020 F 0.00
802987362 802987362 03/01/2000 0 00 00 00 9150063 045 F 0.00
802987727 802987727 03/24/2000 0 00 00 00 9150063 015 F 0.00
802988899 802988899 03/03/2000 0 00 00 00 9150064 010 F 0.00
802989202 802989202 03/01/2000 0 00 00 00 9150063 020 F 0.00
802989210 802989210 03/01/2000 0 00 00 00 9150063 015 F 0.00
802989533 802989533 04/01/2000 0 00 00 00 9150063 045 F 0.00
802989640 802989640 03/01/2000 0 00 00 00 9150063 020 F 0.00
802989863 802989863 03/01/2000 0 00 00 00 9150063 015 F 0.00
802989913 802989913 03/24/2000 0 00 00 00 9150063 030 F 0.00
802990317 802990317 03/24/2000 0 00 00 00 9150063 328 F 0.00
802991067 802991067 03/01/2000 0 00 00 00 9150063 015 F 0.00
802991323 802991323 02/18/2000 0 00 00 00 9150063 015 F 0.00
802991661 802991661 03/01/2000 0 00 00 00 9150063 045 F 0.00
802992388 802992388 03/07/2000 0 00 00 00 9150064 010 F 0.00
802992966 802992966 03/09/2000 0 00 00 00 9150064 045 F 0.00
802993204 802993204 04/01/2000 0 00 00 00 9150063 015 F 0.00
802993352 802993352 02/24/2000 0 65 00 00 9150063 025 F 0.00
802993576 802993576 03/01/2000 0 00 00 00 9150063 020 F 0.00
802994178 802994178 03/09/2000 0 00 00 00 9150064 015 F 0.00
802994442 802994442 03/15/2000 0 00 00 00 SUPER FIX 045 F 0.00
802996033 802996033 03/01/2000 0 00 00 00 9150063 045 F 0.00
802997031 802997031 03/15/2000 0 00 00 00 SUPER FIX 030 F 0.00
802998757 802998757 03/13/2000 0 00 00 00 9150063 015 F 0.00
802999110 802999110 04/09/2000 0 00 00 00 9150064 345 F 0.00
802999417 802999417 03/14/2000 0 00 00 00 9150063 015 F 0.00
802999490 802999490 03/01/2000 0 00 00 00 9150063 015 F 0.00
802999805 802999805 02/09/2000 0 00 00 00 9150064 025 F 0.00
802999995 802999995 03/04/2000 0 00 00 00 9150064 020 F 0.00
803000066 803000066 02/24/2000 0 00 00 00 9150063 020 F 0.00
803002534 803002534 03/01/2000 0 00 00 00 9150064 020 F 0.00
803004241 803004241 03/01/2000 0 00 00 00 9150063 015 F 0.00
803004407 803004407 03/12/2000 0 00 00 00 9150063 015 F 0.00
803004498 803004498 02/12/2000 0 00 00 00 9150063 015 F 0.00
803005545 803005545 02/28/2000 0 00 00 00 9150063 015 F 0.00
803005909 803005909 03/16/2000 0 00 00 00 9150064 030 F 0.00
803007038 803007038 03/04/2000 0 00 00 00 9150063 045 F 0.00
803007087 803007087 03/01/2000 0 00 00 00 9150063 045 F 0.00
803007533 803007533 02/02/2000 0 00 00 00 9150063 020 F 0.00
803008127 803008127 03/28/2000 0 00 00 00 9150063 015 F 0.00
803008960 803008960 03/03/2000 0 65 00 00 9150064 015 F 0.00
803009026 803009026 03/02/2000 0 65 00 00 9150063 010 F 0.00
803009810 803009810 02/24/2000 0 00 00 00 9150064 010 F 0.00
803010750 803010750 04/21/2000 0 00 00 00 9150063 010 F 0.00
803010875 803010875 02/28/2000 0 00 00 00 9150064 010 F 0.00
803011287 803011287 03/07/2000 0 00 00 00 9150064 045 F 0.00
803013424 803013424 03/01/2000 0 00 00 00 9150064 045 F 0.00
803013549 803013549 03/01/2000 0 00 00 00 9150064 045 F 0.00
803015627 803015627 04/01/2000 0 00 00 00 9150064 010 F 0.00
</TABLE>
<PAGE>
Page 7 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803016047 803016047 CARTER DAGNEA AR 20,250.00 13.600 0.000 75.0 01/18/2000
803016575 803016575 GALLEGOS PHILIP G CO 141,750.00 11.500 0.000 89.9 02/09/2000
803018100 803018100 LACHANCE JOHN C MA 23,264.76 13.350 0.000 89.9 01/28/2000
803018167 803018167 KING CHARLES JR GA 34,856.54 14.600 0.000 74.4 01/31/2000
803018241 803018241 HADLEY ROBERT M JR GA 76,344.09 11.650 0.000 90.0 02/28/2000
803018530 803018530 SMITH PETER M FL 24,453.75 11.150 0.000 75.0 01/24/2000
803018654 803018654 SPARKS KRISTINA S ID 36,728.00 13.250 0.000 79.9 01/31/2000
803018787 803018787 BOOTSMA LESLIE CA 25,061.00 9.000 0.000 50.1 01/27/2000
803018993 803018993 LUCERO JERRY N UT 44,981.19 12.100 0.000 87.5 02/02/2000
803019132 803019132 SEAMAN PATRICIA LOU WA 22,405.00 12.850 0.000 84.9 01/21/2000
803019959 803019959 DEJARNETTE WILLIE THOMAS VA 21,885.03 9.650 0.000 50.0 02/14/2000
803020270 803020270 SHUTTS FRANK D II DC 36,941.00 12.150 0.000 90.0 01/25/2000
803020395 803020395 MOORE JAMES R MD 41,638.26 11.650 0.000 89.9 01/18/2000
803020528 803020528 FULTON ROBERT C DE 76,500.00 11.700 0.000 71.4 02/25/2000
803020908 803020908 JONES VICTOR JACQUELINE FL 53,500.00 12.350 0.000 84.7 01/28/2000
803020940 803020940 HADAD SOUHEL B VA 43,019.43 12.250 0.000 85.0 01/25/2000
803021278 803021278 BECKUM CARLOS T GA 38,400.00 13.000 0.000 80.0 01/28/2000
803021682 803021682 SIMMONS RONALD D SC 56,800.00 14.350 0.000 80.0 02/15/2000
803021948 803021948 FRAZIER BEVERLY E MD 13,197.03 11.750 0.000 84.9 01/26/2000
803022615 803022615 NESPOR LEWIS G OH 89,600.00 13.500 0.000 80.0 03/21/2000
803023233 803023233 STANFIELD RODERICK J JR NY 84,150.00 13.350 0.000 85.0 03/20/2000
803024033 803024033 HOMER DONALD B MA 69,847.03 10.500 0.000 80.0 01/19/2000
803024371 803024371 BAYLISS ED FL 34,189.86 9.900 0.000 78.4 01/31/2000
803024405 803024405 MUSKO ANTHONY C FL 20,198.95 12.850 0.000 83.9 01/24/2000
803025212 803025212 FAST DONALD D OR 30,000.00 13.450 0.000 64.5 02/01/2000
803025303 803025303 SAWYER KEITH MAX NC 28,263.71 11.500 0.000 84.8 01/24/2000
803025691 803025691 CUSHMAN WILLIAM L JR ME 40,800.00 13.000 0.000 80.0 02/29/2000
803026202 803026202 KING CHARLES MS 45,388.46 12.000 0.000 79.9 01/20/2000
803026434 803026434 WALKER ARLENE MS 35,947.36 12.150 0.000 80.0 02/07/2000
803027275 803027275 FLANNERY FRANK P FL 45,635.08 12.350 0.000 84.9 01/14/2000
803027903 803027903 PAYTON DENSON L GA 23,013.29 13.100 0.000 84.9 01/31/2000
803028208 803028208 PANARIELLO MICHAEL FL 52,478.30 12.350 0.000 74.3 01/31/2000
803028588 803028588 MATERAS STEVEN M CT 70,674.87 12.350 0.000 84.9 01/20/2000
803029107 803029107 FORTIER NICOLE M FL 29,877.91 12.600 0.000 75.0 02/15/2000
803029552 803029552 HOWARD ROY SC 44,149.27 12.000 0.000 85.0 02/16/2000
803030014 803030014 BLACKWELL PAUL N NC 102,000.00 12.100 0.000 85.0 02/09/2000
803030634 803030634 GIBSON ROBERT C JR MA 132,541.30 12.375 0.000 45.7 03/20/2000
803031566 803031566 WILLIAMS ELJON MA 47,142.86 13.100 0.000 84.9 01/24/2000
803031673 803031673 JAMES MARK J WY 42,016.44 9.750 0.000 69.9 01/25/2000
803032127 803032127 MILLER ROGER L UT 39,788.00 14.550 0.000 89.2 02/29/2000
803032259 803032259 NGUYEN JENNIFER HUYON CA 137,000.00 11.750 0.000 79.8 02/09/2000
803032788 803032788 JENSEN LOUIS E MI 52,229.05 14.100 0.000 75.0 02/18/2000
803033109 803033109 LYNCH BRIAN T NY 74,964.60 9.500 0.000 84.9 01/28/2000
803033489 803033489 MOORE ORENTHAL GA 270,000.00 12.500 0.000 65.8 03/20/2000
803033554 803033554 MC CREE MELVIN J MI 15,000.00 12.750 0.000 75.0 03/22/2000
803033661 803033661 SHARPE MARGARET B SC 25,457.02 10.150 0.000 60.7 02/16/2000
803034008 803034008 ANDERSON CARROLL SC 35,741.71 12.850 0.000 65.0 02/08/2000
803034248 803034248 MOORE BALLAR JACQUELINE PA 38,602.11 13.500 0.000 90.0 03/23/2000
803034529 803034529 CLARK TIM MI 33,677.00 13.350 0.000 62.3 02/22/2000
803036334 803036334 FAMILY LLC BRIGHT MA 560,000.00 11.200 0.000 69.6 03/15/2000
803037258 803037258 GRECH SALVATORE C FL 38,686.83 11.125 0.000 74.4 01/25/2000
803038017 803038017 MILLER LORETTA M FL 41,650.00 12.150 0.000 85.0 02/09/2000
803038058 803038058 MULDER ALANA SC 59,964.52 12.150 0.000 90.0 02/14/2000
803039429 803039429 MCCARTHY DUANE C PA 56,100.00 10.400 0.000 88.7 02/07/2000
803039544 803039544 DYKAS PATRICIA CT 43,297.60 11.550 0.000 74.4 01/25/2000
803040203 803040203 ANDRE DENISE FL 11,338.98 13.100 0.000 84.9 01/24/2000
803040500 803040500 BELTRAN LUIS R WA 40,000.00 10.650 0.000 82.6 02/01/2000
803040609 803040609 HUNTINGTON JOHN B PA 58,941.63 10.900 0.000 69.4 02/23/2000
803040641 803040641 HILL STEPHEN R NC 70,550.00 12.850 0.000 85.0 02/16/2000
803041375 803041375 DICKEY SAMUEL LEROY VA 16,467.00 13.350 0.000 85.0 01/31/2000
803041995 803041995 KENDRICK CAROLYN L VA 43,577.43 12.950 0.000 80.0 03/17/2000
803042415 803042415 GERMOND PATRICK W CO 35,500.00 9.950 0.000 65.7 02/28/2000
803043306 803043306 JACKSON DARREN J AL 60,350.00 12.750 0.000 85.0 02/15/2000
803043413 803043413 RAINBOLT RANDY K AR 23,292.44 13.050 0.000 85.0 02/03/2000
803044064 803044064 LAWSON JIMMY MI 148,000.00 8.650 0.000 80.0 03/22/2000
803046796 803046796 COOPRIDER GREG SC 24,833.29 11.500 0.000 52.6 02/28/2000
803047315 803047315 SURBER PAUL AR 42,141.46 11.500 0.000 85.0 01/31/2000
803047364 803047364 MARTIN SHEILA LILIA FL 20,391.63 12.250 0.000 85.8 01/31/2000
803049154 803049154 CONLEY BELINDA L VA 68,000.00 10.900 0.000 82.9 02/22/2000
803050079 803050079 BALLARD MICHAEL S CO 41,320.16 10.650 0.000 83.3 01/31/2000
803050392 803050392 SCOTT JOHN JAMES CA 52,395.89 14.200 0.000 85.0 02/14/2000
803050442 803050442 SEBERT DOUGLAS L CA 43,734.60 13.250 0.000 84.9 02/04/2000
803050699 803050699 MCCREARY WALTER M MD 233,750.00 13.100 0.000 84.7 02/09/2000
803051010 803051010 RIFFLE ANITA R WV 29,885.68 12.100 0.000 59.9 02/16/2000
803051119 803051119 MCGINLEY JAMES R PA 60,299.40 12.150 0.000 85.0 02/18/2000
803052935 803052935 LEE KATHERINE FL 45,395.69 11.600 0.000 75.0 02/14/2000
803053644 803053644 ALBERTIE ROBERT NJ 100,304.00 13.840 0.000 65.9 03/14/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803016047 803016047 03/01/2000 0 00 00 00 9150063 010 F 0.00
803016575 803016575 03/01/2000 0 00 00 00 9150064 045 F 0.00
803018100 803018100 03/14/2000 0 00 00 00 9150063 015 F 0.00
803018167 803018167 03/01/2000 0 00 00 00 9150064 025 F 0.00
803018241 803018241 03/28/2000 0 00 00 00 9150064 030 F 0.00
803018530 803018530 03/24/2000 0 00 00 00 9150063 010 F 0.00
803018654 803018654 03/01/2000 0 00 00 00 9150063 020 F 0.00
803018787 803018787 03/01/2000 0 00 00 00 9150063 015 F 0.00
803018993 803018993 03/01/2000 0 00 00 00 9150063 045 F 0.00
803019132 803019132 03/01/2000 0 00 00 00 9150063 015 F 0.00
803019959 803019959 04/14/2000 0 00 00 00 9150064 325 F 0.00
803020270 803020270 02/25/2000 0 00 00 00 9150063 010 F 0.00
803020395 803020395 02/18/2000 0 00 00 00 9150063 045 F 0.00
803020528 803020528 02/16/2000 0 00 00 00 9150064 030 F 0.00
803020908 803020908 02/28/2000 0 00 00 00 9150063 015 F 0.00
803020940 803020940 03/25/2000 0 00 00 00 9150063 045 F 0.00
803021278 803021278 01/28/2000 0 00 00 00 9150063 025 F 0.00
803021682 803021682 01/20/2000 0 00 00 00 SUPER FIX 020 F 0.00
803021948 803021948 03/26/2000 0 00 00 00 9150063 020 F 0.00
803022615 803022615 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803023233 803023233 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803024033 803024033 03/19/2000 0 00 00 00 9150063 045 F 0.00
803024371 803024371 04/01/2000 0 00 00 00 9150063 045 F 0.00
803024405 803024405 02/24/2000 0 00 00 00 9150063 010 F 0.00
803025212 803025212 02/01/2000 0 00 00 00 9150063 338 F 0.00
803025303 803025303 03/24/2000 0 00 00 00 9150063 015 F 0.00
803025691 803025691 03/04/2000 0 00 00 00 9150064 020 F 0.00
803026202 803026202 03/20/2000 0 65 00 00 9150063 025 F 0.00
803026434 803026434 03/07/2000 0 00 00 00 9150064 020 F 0.00
803027275 803027275 03/14/2000 0 78 00 00 9150063 045 F 0.00
803027903 803027903 03/01/2000 0 00 00 00 9150063 015 F 0.00
803028208 803028208 04/01/2000 0 00 00 00 9150063 045 F 0.00
803028588 803028588 03/20/2000 0 00 00 00 9150063 020 F 0.00
803029107 803029107 03/15/2000 0 00 00 00 9150064 015 F 0.00
803029552 803029552 03/16/2000 0 00 00 00 9150064 020 F 0.00
803030014 803030014 03/09/2000 0 00 00 00 9150064 015 F 0.00
803030634 803030634 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
803031566 803031566 02/24/2000 0 00 00 00 9150063 020 F 0.00
803031673 803031673 03/01/2000 0 00 00 00 9150063 015 F 0.00
803032127 803032127 03/01/2000 0 00 00 00 9150064 045 F 0.00
803032259 803032259 03/01/2000 0 00 00 00 9150064 045 F 0.00
803032788 803032788 03/18/2000 0 00 00 00 9150064 025 F 0.00
803033109 803033109 02/28/2000 0 00 00 00 9150063 020 F 0.00
803033489 803033489 04/01/2000 0 00 00 00 SUPER COMM 095 F 0.00
803033554 803033554 03/22/2000 0 00 00 00 SUPER FIX 015 F 0.00
803033661 803033661 03/16/2000 0 00 00 00 9150064 020 F 0.00
803034008 803034008 03/08/2000 0 00 00 00 9150064 015 F 0.00
803034248 803034248 02/26/2000 0 00 00 00 SUPER FIX 045 F 0.00
803034529 803034529 02/22/2000 0 00 00 00 9150064 025 F 0.00
803036334 803036334 04/01/2000 0 00 00 00 SUPER COMM 093 F 0.00
803037258 803037258 03/25/2000 0 00 00 00 9150063 328 F 0.00
803038017 803038017 03/01/2000 0 00 00 00 9150064 025 F 0.00
803038058 803038058 03/14/2000 0 00 00 00 9150064 045 F 0.00
803039429 803039429 02/07/2000 0 00 00 00 9150064 045 F 0.00
803039544 803039544 03/24/2000 0 00 00 00 9150063 045 F 0.00
803040203 803040203 03/24/2000 0 00 00 00 9150063 015 F 0.00
803040500 803040500 03/01/2000 0 00 00 00 9150063 045 F 0.00
803040609 803040609 03/01/2000 0 00 00 00 9150064 045 F 0.00
803040641 803040641 03/16/2000 0 00 00 00 9150064 045 F 0.00
803041375 803041375 02/22/2000 0 00 00 00 9150063 015 F 0.00
803041995 803041995 04/17/2000 0 00 00 00 SUPER FIX 045 F 0.00
803042415 803042415 03/01/2000 0 00 00 00 9150064 025 F 0.00
803043306 803043306 02/04/2000 0 00 00 00 9150064 020 F 0.00
803043413 803043413 02/28/2000 0 00 00 00 9150064 010 F 0.00
803044064 803044064 03/22/2000 0 00 00 00 SUPER FIX 015 F 0.00
803046796 803046796 03/28/2000 0 00 00 00 9150064 020 F 0.00
803047315 803047315 04/01/2000 0 00 00 00 9150063 020 F 0.00
803047364 803047364 03/01/2000 0 00 00 00 9150063 045 F 0.00
803049154 803049154 02/22/2000 0 00 00 00 9150064 015 F 0.00
803050079 803050079 03/01/2000 0 00 00 00 9150063 045 F 0.00
803050392 803050392 03/01/2000 0 00 00 00 9150064 045 F 0.00
803050442 803050442 04/01/2000 0 00 00 00 9150063 020 F 0.00
803050699 803050699 03/09/2000 0 00 00 00 SUPER FIX 045 F 0.00
803051010 803051010 03/16/2000 0 00 00 00 9150064 025 F 0.00
803051119 803051119 04/18/2000 0 00 00 00 9150064 325 F 0.00
803052935 803052935 03/14/2000 0 00 00 00 9150064 025 F 0.00
803053644 803053644 03/07/2000 0 00 00 00 SUPER FIX 045 F 0.00
</TABLE>
<PAGE>
Page 8 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803053784 803053784 JERGINS RONALD E FL 71,914.14 11.650 0.000 88.8 02/02/2000
803054295 803054295 SNAVLEY DAVID B IN 52,494.62 11.900 0.000 70.0 02/14/2000
803054469 803054469 PETERSON DOROTHY NE 49,462.78 12.000 0.000 90.0 03/01/2000
803054592 803054592 STEWART JOEL D MI 62,600.00 11.900 0.000 89.9 01/25/2000
803054782 803054782 SMEDLEY TROY G UT 33,000.00 13.600 0.000 84.8 02/14/2000
803054857 803054857 REAVES KEITH E MO 42,743.95 12.750 0.000 80.0 02/15/2000
803055847 803055847 BENDER JASON D IN 48,800.00 12.100 0.000 80.0 03/20/2000
803056787 803056787 CLARK MARSHA BETH AL 41,375.00 11.650 0.000 90.0 02/16/2000
803058148 803058148 WISE VANESSA G FL 29,762.00 12.750 0.000 76.5 01/31/2000
803058478 803058478 BRAWNER LAURA GA 55,469.62 11.650 0.000 90.0 02/23/2000
803058965 803058965 HERR DENNIS F PA 240,370.47 11.850 0.000 83.3 03/21/2000
803060938 803060938 WINKELMANN TINA L CT 60,000.00 11.900 0.000 78.5 02/25/2000
803061191 803061191 VANGIESON RHONDA FL 89,000.00 9.900 0.000 77.3 03/22/2000
803061704 803061704 KING WALTER D FL 12,961.56 12.600 0.000 33.3 02/01/2000
803061993 803061993 DOEBLER MELISSA J FL 26,900.00 12.150 0.000 90.0 01/28/2000
803062116 803062116 BOVE PAUL JOHN FL 27,635.09 13.850 0.000 75.0 02/15/2000
803062777 803062777 CUMMINGS WALTER D AL 78,105.09 13.850 0.000 80.0 02/15/2000
803062835 803062835 MCCARTHY PHILIP MI 43,550.00 12.990 0.000 65.0 03/17/2000
803063106 803063106 LOCKERT EARL H WA 31,468.74 10.400 0.000 80.0 02/01/2000
803063502 803063502 STREAT FRANCES L VA 20,000.00 10.250 0.000 35.0 03/20/2000
803064963 803064963 NICOLETTE BEATRICE MARIE FL 37,043.77 11.900 0.000 85.0 02/11/2000
803065788 803065788 PIERCE PHILLIP GA 35,000.00 14.750 0.000 70.0 02/24/2000
803066760 803066760 BIESENDORFER STEVEN A CO 30,797.23 11.000 0.000 85.2 01/31/2000
803067107 803067107 CRAWFORD MARGARET ROSE ID 23,000.00 12.850 0.000 74.3 02/09/2000
803067289 803067289 FLORES ELVA WA 35,250.00 13.500 0.000 75.0 02/04/2000
803068113 803068113 BRENNAN ERNEST P NY 40,479.86 10.700 0.000 84.3 02/11/2000
803068378 803068378 RITTO LANCE CA 30,000.00 11.150 0.000 88.0 02/16/2000
803068618 803068618 SMITH DANIEL K MI 29,966.33 14.500 0.000 66.6 02/24/2000
803069046 803069046 ALLEN MARY E FL 40,919.54 10.250 0.000 68.3 02/09/2000
803069228 803069228 ROBINSON CORNELIUS J JR MA 65,000.00 11.600 0.000 78.0 02/24/2000
803070051 803070051 EDWARDS DENNIS F CO 52,500.00 9.750 0.000 69.4 01/24/2000
803072024 803072024 MCCROBIE LEROY WV 61,510.69 13.100 0.000 80.0 02/22/2000
803073501 803073501 HARRIS STARR DIXIE ANN CA 76,500.00 11.900 0.000 90.0 02/18/2000
803074772 803074772 GUSE DIANE MI 58,500.00 12.900 0.000 65.0 03/16/2000
803075357 803075357 SALERNO JUDITH S FL 48,831.39 11.875 0.000 79.6 02/29/2000
803075373 803075373 HAYDEN TAMIRA Y MI 62,250.00 13.900 0.000 72.3 03/09/2000
803076843 803076843 DAVIS ROOSEVELT NY 100,000.00 10.350 0.000 57.1 03/21/2000
803076876 803076876 TURBEVILLE KEVIN SC 55,125.00 14.500 0.000 75.0 02/11/2000
803077031 803077031 BREGE CATHERINE IN 25,600.00 12.500 0.000 80.0 03/21/2000
803077262 803077262 WALLEY DENNIS TN 43,144.41 11.250 0.000 85.0 02/24/2000
803078385 803078385 CLARK BETTIE ROBINSON VA 67,500.00 10.650 0.000 90.0 03/20/2000
803078765 803078765 GANDOLFO VERONICA NY 183,965.72 13.900 0.000 78.2 03/23/2000
803079292 803079292 SMITH MICHAEL J NY 46,195.77 10.750 0.000 61.7 03/22/2000
803082155 803082155 HERENDON RANDALL TN 38,026.03 12.400 0.000 85.0 02/29/2000
803082700 803082700 MCHALE STEPHEN T NY 40,500.00 11.000 0.000 75.0 03/20/2000
803082809 803082809 TAYLOR AARON DOUGLAS NC 98,550.00 10.900 0.000 90.0 02/24/2000
803083062 803083062 GONZALEZ ANN K MA 39,853.53 12.990 0.000 28.5 03/24/2000
803085927 803085927 BAILEY BEDIE FRANKLIN JR NC 73,020.33 10.650 0.000 85.0 02/24/2000
803088863 803088863 TURNER VERNON J IN 14,000.00 10.850 0.000 43.7 03/17/2000
803088988 803088988 STAPLES ROBERT F NY 18,000.00 11.000 0.000 40.0 03/22/2000
803089374 803089374 CAMUSO MARK NJ 136,500.00 14.150 0.000 65.0 03/01/2000
803089556 803089556 BAXTER JOHN FL 52,413.81 10.500 0.000 80.0 02/22/2000
803092154 803092154 COOK WILLIAM R FL 101,448.90 11.750 0.000 85.0 02/15/2000
803094556 803094556 STEWART LOUISE R MI 57,601.08 13.990 0.000 75.0 02/23/2000
803095199 803095199 CLARKE GARY M FL 99,785.41 12.875 0.000 80.0 02/11/2000
803096494 803096494 EVANS MARY JEAN FL 50,150.00 11.150 0.000 85.0 03/20/2000
803097054 803097054 JACKSON TERESA C IN 54,400.00 9.650 0.000 80.0 02/29/2000
803097427 803097427 LOWE AMANDA G SC 76,050.00 11.900 0.000 90.0 02/29/2000
803097484 803097484 GOODMAN CAROLE IN 56,950.00 13.100 0.000 85.0 03/13/2000
803105683 803105683 HAGWOOD KENDRICK L OH 29,246.49 12.740 0.000 65.0 02/14/2000
803106590 803106590 FRIEDMAN STEVEN R FL 50,000.00 10.375 0.000 83.3 02/24/2000
803106905 803106905 DUNBAR TOBI FL 52,000.00 10.400 0.000 80.0 02/22/2000
803109859 803109859 SHAW JESSIE STONEY GA 9,750.00 11.150 0.000 65.0 03/20/2000
803113547 803113547 LIVERS CAROLYN KY 26,000.00 12.490 0.000 60.4 03/23/2000
803114214 803114214 LATHROP CHRISTOPH CT 29,617.95 10.400 0.000 85.0 02/29/2000
803115120 803115120 STACY PATRICK L AL 44,250.00 13.500 0.000 75.0 02/28/2000
803115450 803115450 MUNGIN GEORGE L SC 69,229.17 10.750 0.000 90.0 02/18/2000
803119171 803119171 PLUNKETT BARBARA FL 73,145.88 12.600 0.000 80.0 02/15/2000
803120039 803120039 EXLEY L FAYE FL 14,962.88 10.250 0.000 39.4 02/23/2000
803120575 803120575 FITZGERALD DAVID R PA 61,400.00 11.700 0.000 75.0 02/10/2000
803126440 803126440 MCCREE BETTY CT 148,750.00 13.950 0.000 85.0 03/22/2000
803126697 803126697 WHITFIELD WI LILLIE M SC 44,800.00 12.850 0.000 80.0 02/28/2000
803126804 803126804 STONE CHARLES A FL 19,889.45 11.650 0.000 58.8 02/15/2000
803128123 803128123 PFAFFENBERGE ROBERT IN 78,600.00 11.600 0.000 78.6 03/20/2000
803128206 803128206 NORMAN ERNEST C NC 29,948.47 13.500 0.000 75.0 02/23/2000
803129725 803129725 CAMERON CAROLYN SC 46,000.00 12.750 0.000 79.3 03/21/2000
803130400 803130400 HOWARD EMMA MS 28,900.00 12.850 0.000 85.0 03/20/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803053784 803053784 03/02/2000 0 00 00 00 9150063 020 F 0.00
803054295 803054295 03/08/2000 0 00 00 00 9150064 045 F 0.00
803054469 803054469 03/02/2000 0 00 00 00 SUPER FIX 045 F 0.00
803054592 803054592 02/25/2000 0 00 00 00 9150064 045 F 0.00
803054782 803054782 03/01/2000 0 00 00 00 9150064 045 F 0.00
803054857 803054857 03/15/2000 0 00 00 00 9150064 025 F 0.00
803055847 803055847 03/20/2000 0 00 00 00 SUPER FIX 045 F 0.00
803056787 803056787 03/01/2000 0 00 00 00 9150064 045 F 0.00
803058148 803058148 03/01/2000 0 00 00 00 9150063 020 F 0.00
803058478 803058478 03/23/2000 0 00 00 00 9150064 030 F 0.00
803058965 803058965 05/21/2000 0 00 00 00 SUPER FIX 345 F 0.00
803060938 803060938 03/01/2000 0 00 00 00 9150064 045 F 0.00
803061191 803061191 03/22/2000 0 00 00 00 SUPER FIX 020 F 0.00
803061704 803061704 03/01/2000 0 00 00 00 9150063 010 F 0.00
803061993 803061993 02/28/2000 0 00 00 00 9150063 020 F 0.00
803062116 803062116 03/15/2000 0 00 00 00 9150064 045 F 0.00
803062777 803062777 03/15/2000 0 00 00 00 9150064 030 F 0.00
803062835 803062835 03/17/2000 0 00 00 00 SUPER FIX 030 F 0.00
803063106 803063106 03/01/2000 0 00 00 00 9150064 015 F 0.00
803063502 803063502 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803064963 803064963 04/11/2000 0 00 00 00 9150064 025 F 0.00
803065788 803065788 02/24/2000 0 00 00 00 9150064 025 F 0.00
803066760 803066760 03/01/2000 0 00 00 00 9150063 015 F 0.00
803067107 803067107 03/01/2000 0 00 00 00 9150064 338 F 0.00
803067289 803067289 03/01/2000 0 00 00 00 9150064 045 F 0.00
803068113 803068113 03/11/2000 0 00 00 00 9150064 025 F 0.00
803068378 803068378 03/01/2000 0 00 00 00 9150064 045 F 0.00
803068618 803068618 03/24/2000 0 00 00 00 9150064 045 F 0.00
803069046 803069046 03/09/2000 0 00 00 00 9150064 025 F 0.00
803069228 803069228 02/24/2000 0 00 00 00 9150064 045 F 0.00
803070051 803070051 03/01/2000 0 00 00 00 9150063 020 F 0.00
803072024 803072024 03/22/2000 0 00 00 00 9150064 045 F 0.00
803073501 803073501 03/01/2000 0 00 65 00 9150064 030 F 0.00
803074772 803074772 02/25/2000 0 00 00 00 SUPER FIX 030 F 0.00
803075357 803075357 04/01/2000 0 00 00 00 9150064 020 F 0.00
803075373 803075373 03/16/2000 0 00 00 00 SUPER FIX 030 F 0.00
803076843 803076843 03/21/2000 0 00 00 00 SUPER FIX 045 F 0.00
803076876 803076876 03/11/2000 0 00 00 00 9150064 030 F 0.00
803077031 803077031 03/21/2000 0 00 00 00 SUPER FIX 045 F 0.00
803077262 803077262 03/24/2000 0 00 00 00 9150064 015 F 0.00
803078385 803078385 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803078765 803078765 02/28/2000 0 00 00 00 SUPER FIX 045 F 0.00
803079292 803079292 03/22/2000 0 00 00 00 SUPER FIX 015 F 0.00
803082155 803082155 04/01/2000 0 00 00 00 9150064 020 F 0.00
803082700 803082700 02/26/2000 0 00 00 00 SUPER FIX 010 F 0.00
803082809 803082809 02/24/2000 0 65 00 00 9150064 045 F 0.00
803083062 803083062 02/23/2000 0 00 00 00 SUPER FIX 015 F 0.00
803085927 803085927 03/24/2000 0 00 00 00 9150064 045 F 0.00
803088863 803088863 03/17/2000 0 00 00 00 SUPER FIX 045 F 0.00
803088988 803088988 02/24/2000 0 00 00 00 SUPER FIX 010 F 0.00
803089374 803089374 02/15/2000 0 00 00 00 SUPER FIX 030 F 0.00
803089556 803089556 03/22/2000 0 00 00 00 9150064 015 F 0.00
803092154 803092154 03/15/2000 0 00 00 00 9150064 015 F 0.00
803094556 803094556 03/07/2000 0 00 00 00 SUPER FIX 015 F 0.00
803095199 803095199 03/11/2000 0 00 00 00 9150064 030 F 0.00
803096494 803096494 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803097054 803097054 03/01/2000 0 00 00 00 9150064 030 F 0.00
803097427 803097427 03/01/2000 0 00 00 00 9150064 030 F 0.00
803097484 803097484 03/13/2000 0 00 00 00 SUPER FIX 045 F 0.00
803105683 803105683 03/14/2000 0 78 63 00 SUPER FIX 030 F 0.00
803106590 803106590 02/24/2000 0 00 00 00 9150064 045 F 0.00
803106905 803106905 02/22/2000 0 00 00 00 9150064 030 F 0.00
803109859 803109859 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803113547 803113547 03/23/2000 0 00 00 00 SUPER FIX 045 F 0.00
803114214 803114214 04/01/2000 0 00 00 00 SUPER FIX 015 F 0.00
803115120 803115120 02/28/2000 0 00 00 00 9150064 025 F 0.00
803115450 803115450 03/18/2000 0 00 00 00 9150064 020 F 0.00
803119171 803119171 03/15/2000 0 00 00 00 9150064 030 F 0.00
803120039 803120039 03/23/2000 0 00 00 00 9150064 015 F 0.00
803120575 803120575 03/08/2000 0 00 00 00 9150064 030 F 0.00
803126440 803126440 03/06/2000 0 00 00 00 SUPER FIX 045 F 0.00
803126697 803126697 02/28/2000 0 00 00 00 9150064 025 F 0.00
803126804 803126804 03/15/2000 0 00 00 00 9150064 010 F 0.00
803128123 803128123 03/20/2000 0 00 00 00 SUPER FIX 015 F 0.00
803128206 803128206 03/23/2000 0 00 00 00 9150064 020 F 0.00
803129725 803129725 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803130400 803130400 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
</TABLE>
<PAGE>
Page 9 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803130442 803130442 SITES WILLIAM A PA 25,191.49 11.250 0.000 90.0 03/22/2000
803131309 803131309 MATERNE MAE GA 80,000.00 12.850 0.000 84.9 02/28/2000
803131796 803131796 WARE WILLIAM F KY 65,000.00 9.000 0.000 66.3 03/20/2000
803132521 803132521 METZ BARBARA D FL 65,953.15 9.025 0.000 79.7 02/23/2000
803134493 803134493 DORSEY CHRISTOPHE S PA 66,600.00 10.700 0.000 90.0 03/16/2000
803136530 803136530 CARABJAL JOSE TX 67,500.00 10.650 0.000 90.0 03/13/2000
803137405 803137405 SHEARER FRANKLIN P PA 23,800.00 12.500 0.000 85.0 03/16/2000
803137736 803137736 ANTHONY MATTHEW OH 32,725.00 10.650 0.000 85.0 03/14/2000
803139039 803139039 LADD RUTH C FL 40,000.00 9.900 0.000 52.6 02/29/2000
803140771 803140771 MURRAY RAYMOND J LA 25,000.00 12.350 0.000 58.1 02/28/2000
803141621 803141621 HANLON EDWARD J MD 86,000.00 8.750 0.000 36.5 03/07/2000
803142082 803142082 BLACK SHELLEY WV 50,325.29 11.000 0.000 80.0 02/25/2000
803142272 803142272 WELLONS BURT C NY 251,832.32 10.990 0.000 81.9 03/15/2000
803144088 803144088 LEWIS JOHN P IN 114,325.00 12.000 0.000 85.0 03/20/2000
803148543 803148543 ELLSWORTH WILLIAM SC 71,941.38 12.400 0.000 90.0 02/10/2000
803149814 803149814 HOLDEN VIVIAN D NC 23,200.00 10.750 0.000 80.0 03/13/2000
803152289 803152289 GRASS WILLIAM H FL 84,516.67 10.900 0.000 90.0 02/24/2000
803153535 803153535 SIMS SHELIA MARIE WV 32,000.00 13.000 0.000 72.7 03/22/2000
803154293 803154293 WILLIAMS LOVETT LEWIS JR PA 109,300.00 8.900 0.000 80.9 03/21/2000
803158294 803158294 JOHNS WILLIAM N OH 48,750.00 13.500 0.000 65.0 03/21/2000
803160555 803160555 PROCTOR CRAIG ALAN FL 31,935.42 13.000 0.000 80.0 02/17/2000
803167121 803167121 LECOUNTE GERALD D MI 51,000.00 13.150 0.000 85.0 03/22/2000
803169895 803169895 HILT LARRY D SC 46,000.00 11.500 0.000 76.6 02/29/2000
803170729 803170729 MCALPINE DORETHEA RI 55,250.00 11.750 0.000 85.0 03/21/2000
803171875 803171875 JEFTS THOMAS J JR MD 157,250.00 12.250 0.000 85.0 03/15/2000
803172394 803172394 PENA JUANA M RI 99,000.00 12.350 0.000 90.0 03/21/2000
803173780 803173780 FENWICK KATHRYN S KY 47,600.00 11.750 0.000 85.0 03/20/2000
803178359 803178359 DAVIS MARY ANN MI 19,550.00 13.350 0.000 85.0 03/17/2000
803181593 803181593 CHILTON LISA G IN 17,500.00 11.375 0.000 70.0 03/14/2000
803181916 803181916 STANSBERRY RITA J TN 28,500.00 10.150 0.000 71.2 02/28/2000
803181957 803181957 PARRISH ANNIE J GA 29,750.00 11.900 0.000 85.0 02/28/2000
803184456 803184456 HICKS SAMUEL D NC 24,851.76 12.000 0.000 62.5 02/25/2000
803185222 803185222 WRIGHT KAREN MI 30,500.00 12.750 0.000 58.6 03/22/2000
803187368 803187368 HOLMES WILLIE FL 73,062.10 12.000 0.000 85.0 03/14/2000
803187467 803187467 STOLTZ ROBERT NY 35,250.00 10.375 0.000 75.0 03/22/2000
803192210 803192210 DAYTON DARREN NH 50,000.00 14.550 0.000 52.6 03/21/2000
803192533 803192533 DUCKETT GEORGE T OH 44,060.00 13.750 0.000 51.8 03/14/2000
803196906 803196906 TVINTIKIS NAOMI MAILER NJ 70,000.00 12.750 0.000 46.6 03/15/2000
803199850 803199850 ADAMS DENISE IL 189,100.00 12.500 0.000 84.9 03/17/2000
803202274 803202274 WILLIS ERIC M MI 32,800.00 13.750 0.000 58.5 03/22/2000
803203108 803203108 VANCAMP DONALD E NY 54,000.00 12.500 0.000 90.0 03/24/2000
803205400 803205400 MCGRATH JAMES PA 10,000.00 10.875 0.000 17.8 03/22/2000
803205897 803205897 FILES WESLEY FL 34,300.00 11.500 0.000 70.0 03/15/2000
803205988 803205988 PURRIER IAN NY 160,000.00 10.725 0.000 80.0 03/21/2000
803206309 803206309 WHITE RICHARD C MI 25,000.00 9.625 0.000 38.4 03/20/2000
803206358 803206358 HOWARD TIMOTHY D OH 63,540.00 11.250 0.000 90.0 03/23/2000
803207463 803207463 DURATO MATTHEW IN 38,250.00 13.100 0.000 85.0 03/17/2000
803207893 803207893 DAVIS GEORGE PA 60,000.00 10.625 0.000 75.0 03/14/2000
803211051 803211051 MARSHALL KATHY A IN 58,500.00 13.250 0.000 75.0 03/20/2000
803211481 803211481 PHAN NAOTHI FL 54,000.00 11.375 0.000 90.0 03/22/2000
803213354 803213354 PATTERSON RAYCENE FL 30,000.00 12.750 0.000 75.0 03/21/2000
803213545 803213545 NELSON TAMIKA NY 72,000.00 14.400 0.000 41.8 03/24/2000
803214071 803214071 WHITE MAURICE MI 87,000.00 13.900 0.000 75.0 03/22/2000
803214477 803214477 MROWKA JAMES M NY 56,250.00 11.750 0.000 73.0 03/13/2000
803217041 803217041 AUXIER JAMES F FL 62,900.00 11.500 0.000 85.0 03/23/2000
803217827 803217827 HOWZE ROGER SC 35,100.00 13.750 0.000 65.0 03/21/2000
803218544 803218544 TREVINO RUPERTO C MI 37,600.00 13.750 0.000 80.0 03/13/2000
803231695 803231695 HICKS BARBARA M MI 56,950.00 10.500 0.000 85.0 03/20/2000
803232057 803232057 BURKHART GARY AR 33,375.00 12.500 0.000 75.0 03/20/2000
803232412 803232412 NELSON GEORGE F MI 115,985.62 9.125 0.000 58.6 03/15/2000
803238716 803238716 ARTHUR ELIZABETH T PA 17,850.00 12.500 0.000 85.0 03/14/2000
803239060 803239060 SEXTON BOBBY D IN 48,750.00 12.250 0.000 75.0 03/21/2000
803240720 803240720 RUIZ FELIX FL 91,149.00 11.250 0.000 85.9 03/22/2000
803248574 803248574 JOHNSON ELAINE FL 16,500.00 12.500 0.000 25.3 03/21/2000
803250331 803250331 MADDEN THEODORE MI 32,800.00 9.500 0.000 80.0 03/21/2000
803252410 803252410 HAWES PANSY B IL 52,000.00 13.100 0.000 80.0 03/17/2000
803256445 803256445 WILLIAMSON REGINALD D MO 48,400.00 12.500 0.000 84.9 03/13/2000
803258268 803258268 MURPHY JOHN D NC 75,600.00 12.100 0.000 80.0 03/21/2000
803258755 803258755 FRISCHE FREDDIE D TN 112,000.00 12.500 0.000 80.0 03/20/2000
803265628 803265628 BUCKLES JERRY C IN 106,200.00 9.800 0.000 90.0 03/21/2000
803272871 803272871 MOYES CLARENCE L WA 103,949.27 10.375 0.000 37.0 03/20/2000
803277805 803277805 VEREEN BEVERLY A MI 56,800.00 9.250 0.000 80.0 03/20/2000
803339993 803339993 HUGHES ARETHA NJ 50,000.00 12.550 0.000 47.6 03/24/2000
5100111425 5100111425 ALBRECHT RICHARD L MI 151,810.31 11.875 0.000 90.0 03/17/2000
5100202323 5100202323 BRONKEMA JAMES BERNARD WA 150,386.24 10.375 0.000 79.6 03/20/2000
5200058336 5200058336 JONES SHIRLEY J FL 35,742.27 8.375 0.000 79.3 01/04/2000
5700073850 5700073850 KISER JAMES A NC 21,800.00 12.250 0.000 54.5 01/04/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803130442 803130442 03/16/2000 0 00 00 00 SUPER FIX 045 F 0.00
803131309 803131309 02/28/2000 0 00 00 00 9150064 045 F 0.00
803131796 803131796 03/20/2000 0 00 00 00 SUPER FIX 020 F 0.00
803132521 803132521 03/23/2000 0 00 00 00 9150064 015 F 0.00
803134493 803134493 03/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
803136530 803136530 04/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
803137405 803137405 03/16/2000 0 00 00 00 SUPER FIX 030 F 0.00
803137736 803137736 03/14/2000 0 00 00 00 SUPER FIX 030 F 0.00
803139039 803139039 03/01/2000 0 00 00 00 9150064 015 F 0.00
803140771 803140771 02/28/2000 0 00 00 00 9150064 015 F 0.00
803141621 803141621 03/07/2000 0 00 00 00 SUPER FIX 020 F 0.00
803142082 803142082 03/25/2000 0 00 00 00 9150064 045 F 0.00
803142272 803142272 02/01/2000 0 00 00 00 SUPER FIX 045 F 0.00
803144088 803144088 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803148543 803148543 04/10/2000 0 00 00 00 9150064 325 F 0.00
803149814 803149814 03/13/2000 0 00 00 00 SUPER FIX 020 F 0.00
803152289 803152289 04/24/2000 0 00 00 00 9150064 345 F 0.00
803153535 803153535 03/22/2000 0 00 00 00 SUPER FIX 015 F 0.00
803154293 803154293 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803158294 803158294 03/21/2000 0 00 00 00 SUPER FIX 045 F 0.00
803160555 803160555 03/17/2000 0 00 00 00 9150064 025 F 0.00
803167121 803167121 03/06/2000 0 00 00 00 SUPER FIX 045 F 0.00
803169895 803169895 03/01/2000 0 00 00 00 9150064 015 F 0.00
803170729 803170729 03/21/2000 0 00 00 00 SUPER FIX 045 F 0.00
803171875 803171875 03/06/2000 0 00 00 00 SUPER FIX 045 F 0.00
803172394 803172394 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803173780 803173780 04/01/2000 0 00 00 00 SUPER FIX 045 F 0.00
803178359 803178359 03/17/2000 0 00 00 00 SUPER FIX 030 F 0.00
803181593 803181593 03/14/2000 0 00 00 00 SUPER FIX 045 F 0.00
803181916 803181916 03/01/2000 0 00 00 00 9150064 025 F 0.00
803181957 803181957 03/01/2000 0 00 00 00 9150064 020 F 0.00
803184456 803184456 03/25/2000 0 00 00 00 9150064 025 F 0.00
803185222 803185222 03/22/2000 0 00 00 00 SUPER FIX 030 F 0.00
803187368 803187368 05/14/2000 0 00 00 00 SUPER FIX 325 F 0.00
803187467 803187467 03/22/2000 0 00 00 00 SUPER FIX 010 F 0.00
803192210 803192210 03/08/2000 0 00 00 00 SUPER FIX 030 F 0.00
803192533 803192533 03/14/2000 0 00 00 00 SUPER FIX 030 F 0.00
803196906 803196906 03/15/2000 0 00 00 00 SUPER FIX 045 F 0.00
803199850 803199850 03/17/2000 0 00 00 00 SUPER FIX 030 F 0.00
803202274 803202274 03/22/2000 0 00 00 00 SUPER FIX 030 F 0.00
803203108 803203108 03/04/2000 0 00 00 00 SUPER FIX 030 F 0.00
803205400 803205400 03/22/2000 0 00 00 00 SUPER FIX 015 F 0.00
803205897 803205897 03/15/2000 0 00 00 00 SUPER FIX 015 F 0.00
803205988 803205988 03/21/2000 0 00 00 00 SUPER FIX 015 F 0.00
803206309 803206309 03/20/2000 0 00 00 00 SUPER FIX 015 F 0.00
803206358 803206358 03/23/2000 0 00 00 00 SUPER FIX 045 F 0.00
803207463 803207463 03/17/2000 0 00 00 00 SUPER FIX 045 F 0.00
803207893 803207893 03/14/2000 0 00 00 00 SUPER FIX 045 F 0.00
803211051 803211051 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803211481 803211481 03/22/2000 0 00 00 00 SUPER FIX 030 F 0.00
803213354 803213354 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803213545 803213545 03/03/2000 0 00 00 00 SUPER FIX 030 F 0.00
803214071 803214071 04/01/2000 0 00 00 00 SUPER FIX 030 F 0.00
803214477 803214477 03/13/2000 0 00 00 00 SUPER FIX 020 F 0.00
803217041 803217041 03/23/2000 0 00 00 00 SUPER FIX 325 F 0.00
803217827 803217827 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803218544 803218544 03/06/2000 0 00 00 00 SUPER FIX 045 F 0.00
803231695 803231695 03/20/2000 0 00 00 00 SUPER FIX 045 F 0.00
803232057 803232057 04/01/2000 0 00 00 00 SUPER FIX 015 F 0.00
803232412 803232412 06/03/2000 0 79 00 00 SUPER TELE 477 F 0.00
803238716 803238716 03/14/2000 0 00 00 00 SUPER FIX 030 F 0.00
803239060 803239060 03/21/2000 0 00 00 00 SUPER FIX 030 F 0.00
803240720 803240720 03/22/2000 0 00 00 00 SUPER FIX 030 F 0.00
803248574 803248574 03/21/2000 0 00 00 00 SUPER FIX 010 F 0.00
803250331 803250331 03/21/2000 0 00 00 00 SUPER FIX 020 F 0.00
803252410 803252410 03/17/2000 0 00 00 00 SUPER FIX 020 F 0.00
803256445 803256445 03/13/2000 0 00 00 00 SUPER FIX 030 F 0.00
803258268 803258268 03/21/2000 0 00 00 00 SUPER FIX 045 F 0.00
803258755 803258755 03/20/2000 0 00 00 00 SUPER FIX 045 F 0.00
803265628 803265628 03/21/2000 0 00 00 00 SUPER FIX 015 F 0.00
803272871 803272871 06/03/2000 0 79 00 00 SUPER TELE 405 F 0.00
803277805 803277805 03/20/2000 0 00 00 00 SUPER FIX 030 F 0.00
803339993 803339993 03/03/2000 0 00 00 00 SUPER FIX 015 F 0.00
5100111425 5100111425 06/03/2000 0 79 00 00 SUPER TELE 405 F 0.00
5100202323 5100202323 06/03/2000 0 79 00 00 SUPER TELE 477 F 0.00
5200058336 5200058336 04/03/2000 0 89 00 00 9160037 450 F 3,884.36
5700073850 5700073850 02/02/2000 0 79 00 00 9160037 405 F 0.00
</TABLE>
<PAGE>
Page 10 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5700085557 5700085557 VANDUREN PAUL NC 158,924.64 12.500 0.000 48.6 03/14/2000
8000241508 8000241508 ALTHEIM JOEL H NY 185,824.59 9.500 0.000 80.8 09/29/1999
8000290588 8000290588 SALCEDA JOHN F IL 314,113.43 8.760 0.000 65.6 08/31/1999
8000306236 8000306236 VELLUCCI CRAIG M NY 210,000.00 9.010 0.000 67.7 10/25/1999
8000389984 8000389984 JOHNSON ROBERT IL 136,109.96 9.750 0.000 85.8 11/30/1999
8000420961 8000420961 MAESE DIANA L NM 39,873.53 11.400 0.000 85.0 01/26/2000
8000457237 8000457237 JOHNSON JOHNNY SC 70,819.09 9.875 0.000 84.9 02/24/2000
8000458540 8000458540 SMITH JAY JR GA 63,628.65 10.000 0.000 84.9 02/07/2000
8000460504 8000460504 DAVIDSON LEWIS M TN 61,800.00 11.000 0.000 80.7 03/17/2000
8000498017 8000498017 SARRAN GHANSHAM NJ 157,488.66 10.500 0.000 80.8 02/29/2000
8000505076 8000505076 JESTER PATRICIA ANN AR 34,000.00 11.710 0.000 81.9 03/20/2000
8000505332 8000505332 CONNER LAVETA REE OK 21,700.00 14.240 0.000 65.7 03/07/2000
8000507577 8000507577 PERKINS MICHAEL E NH 112,454.71 12.960 0.000 85.8 03/14/2000
8000517543 8000517543 HOLMES DENISE DIANE WV 120,874.10 11.860 0.000 85.8 03/15/2000
8000519432 8000519432 ADKINS ROY D AL 65,400.98 10.500 0.000 85.0 03/20/2000
8000522535 8000522535 HAMILTON LOTTIE OH 81,822.94 9.510 0.000 81.0 03/20/2000
8000530504 8000530504 HOWARD BYRON RICHARD KY 57,416.43 10.050 0.000 85.8 03/20/2000
8000532740 8000532740 HYLTON CHARLES NY 189,455.72 9.260 0.000 80.8 03/17/2000
8000535131 8000535131 CUFFEY ALLEN NY 79,968.15 13.000 0.000 53.3 03/22/2000
8000544760 8000544760 VANDERCAR JOHN T IL 96,204.17 9.260 0.000 90.0 03/20/2000
8000547821 8000547821 SALINAS MARLON M CA 191,824.19 9.630 0.000 64.0 03/14/2000
8000547862 8000547862 LANE ROBERT E FL 349,900.00 8.500 0.000 68.6 03/20/2000
8000550502 8000550502 WALKER ROBERT R NC 57,400.00 9.900 0.000 75.7 03/22/2000
8000560006 8000560006 TRUDT RAYMOND J IL 57,750.00 12.250 0.000 70.0 03/15/2000
8000560444 8000560444 FITZGERALD PRISCILLA NY 209,705.69 8.500 0.000 56.7 02/09/2000
8000566128 8000566128 GRIZZLE DELPHINE O VA 84,907.59 8.860 0.000 89.0 03/20/2000
8000581531 8000581531 MILAM SAMUEL P TN 72,400.00 10.400 0.000 82.2 03/20/2000
8000583974 8000583974 WCISEL ERNEST J MI 30,000.00 9.500 0.000 49.1 03/20/2000
8000591282 8000591282 MEEKINS WALTER NY 47,755.60 9.360 0.000 50.5 03/20/2000
8000600612 8000600612 STAMPS BEVERLY IL 82,900.00 9.750 0.000 63.7 03/15/2000
8000603509 8000603509 IRWIN JAMES R PA 18,200.00 10.090 0.000 75.8 03/13/2000
8000609100 8000609100 IRWIN JAMES R PA 73,000.00 10.500 0.000 85.8 03/17/2000
8000610645 8000610645 CUMPIAN JESSE OH 15,000.00 13.750 0.000 57.6 03/20/2000
8000610678 8000610678 JONES W AMOS JR FL 74,961.12 12.000 0.000 42.8 03/07/2000
8000620016 8000620016 BARRETT OWEN A NY 235,977.25 9.500 0.000 85.8 03/20/2000
8000630031 8000630031 BABBITT HARRY F AR 30,000.00 11.300 0.000 57.6 03/15/2000
- ---------------------------------------------------------------------------------------
Loans in Servicing not yet tagged for sale 726 37,259,068.36
Total in Servicing tagged and not yet tagged for sale 37,259,068.36
Needed: 2,670,885.07 Short
99607 n/a LEE FL 80,032.47 11.500 0.000 90.00 03/03/2000
105293 n/a SPURLIN CA 167,213.45 8.500 0.000 80.00 03/03/2000
109812 n/a FERRARI NY 648,924.72 10.375 0.000 66.60 03/03/2000
110982 n/a MOOG WA 58,477.97 10.750 0.000 79.00 03/03/2000
112198 n/a ORTIZ CO 61,476.84 10.750 0.000 75.00 03/03/2000
113059 n/a TRUESDELL SC 76,500.00 13.250 0.000 75.00 03/03/2000
113118 n/a FRECKLETON NJ 65,670.82 11.250 0.000 70.00 03/03/2000
114511 n/a WILLIAMSON NC 55,494.74 10.875 0.000 80.00 03/03/2000
115083 n/a SULLIVAN MA 214,610.05 7.990 0.000 70.00 03/03/2000
115085 n/a SULLIVAN MA 214,610.05 7.990 0.000 70.00 03/03/2000
115822 n/a CAMPBELL WA 359,823.06 8.375 0.000 60.00 03/03/2000
115880 n/a SMITH OH 42,349.35 11.875 0.000 80.00 03/03/2000
116000 n/a NERGE OR 71,094.88 8.875 0.000 75.00 03/03/2000
116287 n/a JOHNSON FL 127,535.87 10.250 0.000 80.00 03/03/2000
116927 n/a WEHRLY NV 137,334.94 8.250 0.000 80.00 03/03/2000
117751 n/a LAWRENCE FL 116,233.57 8.000 0.000 70.00 03/03/2000
119074 n/a MONTANEZ TX 36,000.00 12.999 0.000 80.00 03/03/2000
120899 n/a SUMPTER MI 39,986.86 11.375 0.000 80.00 03/03/2000
120916 n/a BRUNSON GA 49,565.40 11.125 0.000 80.00 03/03/2000
121056 n/a HOLLAND CA 405,599.02 9.500 0.000 67.10 03/03/2000
121086 n/a SMITH OH 49,579.20 10.250 0.000 84.00 03/03/2000
121695 n/a PETTY NC 62,856.06 10.990 0.000 85.00 03/03/2000
122225 n/a BERGEN ME 55,949.16 9.990 0.000 70.00 03/03/2000
122395 n/a LAFAVE VT 84,088.25 12.750 0.000 85.00 03/03/2000
122443 n/a HEGGIE NC 59,740.37 11.375 0.000 72.00 03/03/2000
122635 n/a JULES FL 149,063.86 9.875 0.000 80.00 03/03/2000
122888 n/a RUSCIO MA 52,409.99 12.000 0.000 75.00 03/03/2000
122902 n/a HADDEN FL 68,720.00 9.999 0.000 80.00 03/03/2000
122975 n/a WILLIAMS NY 42,852.75 8.990 0.000 45.20 03/03/2000
123258 n/a MORRISON OH 63,609.65 10.990 0.000 85.00 03/03/2000
123321 n/a PATRICK MI 32,000.00 10.000 0.000 80.00 03/03/2000
123755 n/a DEBO OR 137,945.15 10.500 0.000 75.00 03/03/2000
124021 n/a TIMBERLAKE OH 21,953.82 11.500 0.000 55.00 03/03/2000
124113 n/a CARNINI OR 100,263.16 10.865 0.000 85.00 03/03/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5700085557 5700085557 06/03/2000 0 79 00 00 SUPER TELE 405 F 0.00
8000241508 8000241508 02/01/2000 0 00 00 00 SUPER FIX 325 F 0.00
8000290588 8000290588 03/01/2000 0 00 00 00 SUPRFIXRTL 030 F 0.00
8000306236 8000306236 02/25/2000 0 00 00 00 SUPRFIXRTL 045 F 0.00
8000389984 8000389984 03/01/2000 0 00 00 00 SUPER FIX 325 F 0.00
8000420961 8000420961 03/26/2000 0 00 00 00 9170008 325 F 0.00
8000457237 8000457237 04/24/2000 0 00 00 00 9170009 325 F 0.00
8000458540 8000458540 04/07/2000 0 00 00 00 9170009 325 F 0.00
8000460504 8000460504 03/17/2000 0 00 00 00 SUPRFIXRTL 030 F 0.00
8000498017 8000498017 05/01/2000 0 00 00 00 SUPER FIX 325 F 0.00
8000505076 8000505076 03/20/2000 0 00 00 00 SUPRFIXRTL 010 F 0.00
8000505332 8000505332 03/07/2000 0 00 00 00 SUPRFIXRTL 020 F 0.00
8000507577 8000507577 05/14/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000517543 8000517543 05/15/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000519432 8000519432 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000522535 8000522535 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000530504 8000530504 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000532740 8000532740 05/17/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000535131 8000535131 05/22/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000544760 8000544760 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000547821 8000547821 05/14/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000547862 8000547862 03/20/2000 0 00 00 00 SUPRFIXRTL 015 F 0.00
8000550502 8000550502 03/22/2000 0 00 00 00 SUPER FIX 325 F 0.00
8000560006 8000560006 03/15/2000 0 00 00 00 SUPRFIXRTL 030 F 0.00
8000560444 8000560444 03/09/2000 0 00 00 00 SUPRFIXRTL 328 F 0.00
8000566128 8000566128 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000581531 8000581531 03/20/2000 0 00 00 00 SUPRFIXRTL 025 F 0.00
8000583974 8000583974 03/20/2000 0 00 00 00 SUPRFIXRTL 015 F 0.00
8000591282 8000591282 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000600612 8000600612 03/15/2000 0 00 00 00 SUPER FIX 328 F 0.00
8000603509 8000603509 03/13/2000 0 00 00 00 SUPRFIXRTL 015 F 0.00
8000609100 8000609100 03/17/2000 0 00 00 00 SUPRFIXRTL 025 F 0.00
8000610645 8000610645 03/20/2000 0 00 00 00 SUPRFIXRTL 015 F 0.00
8000610678 8000610678 05/07/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000620016 8000620016 05/20/2000 0 00 00 00 SUPRFIXRTL 325 F 0.00
8000630031 8000630031 03/15/2000 0 00 00 00 SUPRFIXRTL 015 F 0.00
- --------------------------- ------------
Loans in Servicing not yet tagged for sale 3,884.36
Total in Servicing tagged and not yet tagged for sale
Needed:
99607 n/a n/a 0 00 00 00 n/a 030 F 0.00
105293 n/a n/a 0 00 00 00 n/a 030 F 0.00
109812 n/a n/a 0 00 00 00 n/a 030 F 0.00
110982 n/a n/a 0 00 00 00 n/a 030 F 0.00
112198 n/a n/a 0 00 00 00 n/a 030 F 0.00
113059 n/a n/a 0 00 00 00 n/a 030 F 0.00
113118 n/a n/a 0 00 00 00 n/a 030 F 0.00
114511 n/a n/a 0 00 00 00 n/a 030 F 0.00
115083 n/a n/a 0 00 00 00 n/a 030 F 0.00
115085 n/a n/a 0 00 00 00 n/a 030 F 0.00
115822 n/a n/a 0 00 00 00 n/a 030 F 0.00
115880 n/a n/a 0 00 00 00 n/a 030 F 0.00
116000 n/a n/a 0 00 00 00 n/a 030 F 0.00
116287 n/a n/a 0 00 00 00 n/a 030 F 0.00
116927 n/a n/a 0 00 00 00 n/a 030 F 0.00
117751 n/a n/a 0 00 00 00 n/a 030 F 0.00
119074 n/a n/a 0 00 00 00 n/a 030 F 0.00
120899 n/a n/a 0 00 00 00 n/a 030 F 0.00
120916 n/a n/a 0 00 00 00 n/a 030 F 0.00
121056 n/a n/a 0 00 00 00 n/a 030 F 0.00
121086 n/a n/a 0 00 00 00 n/a 030 F 0.00
121695 n/a n/a 0 00 00 00 n/a 030 F 0.00
122225 n/a n/a 0 00 00 00 n/a 030 F 0.00
122395 n/a n/a 0 00 00 00 n/a 030 F 0.00
122443 n/a n/a 0 00 00 00 n/a 030 F 0.00
122635 n/a n/a 0 00 00 00 n/a 030 F 0.00
122888 n/a n/a 0 00 00 00 n/a 030 F 0.00
122902 n/a n/a 0 00 00 00 n/a 030 F 0.00
122975 n/a n/a 0 00 00 00 n/a 030 F 0.00
123258 n/a n/a 0 00 00 00 n/a 030 F 0.00
123321 n/a n/a 0 00 00 00 n/a 030 F 0.00
123755 n/a n/a 0 00 00 00 n/a 030 F 0.00
124021 n/a n/a 0 00 00 00 n/a 030 F 0.00
124113 n/a n/a 0 00 00 00 n/a 030 F 0.00
</TABLE>
<PAGE>
Page 11 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
124438 n/a DOVER MO 37,790.32 12.500 0.000 70.00 03/03/2000
124696 n/a HUMMEL RI 92,000.00 10.500 0.000 80.00 03/03/2000
124825 n/a FALLS AR 68,776.77 11.250 0.000 80.00 03/03/2000
124951 n/a TURNER MI 42,956.39 9.375 0.000 76.70 03/03/2000
125022 n/a SCHWARTZ CT 107,200.00 10.875 0.000 80.00 03/03/2000
125072 n/a ALLEN WV 24,800.00 12.250 0.000 80.00 03/03/2000
125150 n/a ROBINSON NC 39,000.00 12.469 0.000 54.10 03/03/2000
125261 n/a JOHNSON AR 24,490.49 14.000 0.000 70.00 03/03/2000
125463 n/a FREEMAN IL 14,963.80 10.000 0.000 25.00 03/03/2000
125751 n/a MCCONNELL OK 23,770.00 13.375 0.000 75.00 03/03/2000
125791 n/a BASSHAM CA 32,000.00 10.125 0.000 80.00 03/03/2000
126039 n/a COX MI 39,984.49 10.625 0.000 80.00 03/03/2000
126360 n/a FORD JR. CA 142,500.00 10.750 0.000 75.00 03/03/2000
126638 n/a WOODHALL FL 31,450.00 11.625 0.000 85.00 03/03/2000
127059 n/a DONTFRAID CT 87,750.00 11.625 0.000 75.00 03/03/2000
127061 n/a DONTFRAID CT 86,250.00 11.625 0.000 75.00 03/03/2000
127370 n/a WALLACE CA 214,000.00 9.500 0.000 63.80 03/03/2000
128253 n/a STREIGHTIFF PA 40,000.00 10.500 0.000 80.00 03/03/2000
128429 n/a SANTIAGO CT 188,000.00 9.250 0.000 58.70 03/03/2000
128594 n/a DAY IN 17,500.00 9.500 0.000 23.00 03/03/2000
128818 n/a RAGLAND IL 51,200.00 9.750 0.000 80.00 03/03/2000
128938 n/a MATHEWS TN 48,750.00 12.000 0.000 75.00 03/03/2000
129407 n/a BUZZELL IL 95,000.00 9.250 0.000 42.20 03/03/2000
803009083 n/a PRATER ROY GA 82,000.00 12.000 0.000 84.91 03/23/2000
803021138 n/a LOVELL SR HORACE J LA 79,200.00 11.750 0.000 90.00 03/22/2000
803036664 n/a MITCHELL GRIFFIN SC 40,300.00 14.140 0.000 65.00 03/24/2000
803053933 n/a SMITH JACQUELYN M IN 58,800.00 10.500 0.000 80.00 03/24/2000
803059104 n/a GAINES JANNIE J NC 46,600.00 10.250 0.000 62.97 03/24/2000
803084177 n/a GREEN JAMES R GA 56,100.00 12.050 0.000 85.00 03/24/2000
803084250 n/a ANGUIANO JR VICENTE TX 34,000.00 12.850 0.000 85.00 03/22/2000
803103696 n/a SCHNOPP EDWARD L WV 45,000.00 10.250 0.000 69.23 03/24/2000
803106004 n/a BRAY MARK WAYNE NC 59,250.00 14.500 0.000 75.00 03/24/2000
803107036 n/a THOMPSON ALBERTA NJ 66,000.00 14.840 0.000 56.89 03/22/2000
803111962 n/a MCINTUSH KATHERINE IN 44,800.00 13.500 0.000 80.00 03/24/2000
803116904 n/a MYATT CALVIN COLLINS NC 32,900.00 14.500 0.000 70.00 03/24/2000
803117787 n/a YOUNGER ANGELA VA 37,500.00 10.250 0.000 75.00 03/24/2000
803130996 n/a DALY JOSEPH W FL 66,600.00 11.900 0.000 90.00 03/21/2000
803131028 n/a ASHE MICHAEL J MA 100,750.00 11.150 0.000 65.00 03/24/2000
803156900 n/a SANTANA DENNIS RI 68,850.00 13.600 0.000 85.00 03/23/2000
803174937 n/a LANDRUM DEBRA OH 57,000.00 13.750 0.000 60.00 03/24/2000
803180504 n/a AUSTGEN NICHOLAS G. FL 34,400.00 13.600 0.000 80.00 03/24/2000
803182542 n/a FIELDS EVERETT L VA 39,200.00 11.750 0.000 80.00 03/24/2000
803190198 n/a CARDWELL DEBRA L IN 32,000.00 11.750 0.000 80.00 03/24/2000
803195320 n/a MCCANTS GREG OK 44,200.00 13.000 0.000 85.00 03/22/2000
803209105 n/a MORRISSEY THOMAS C FL 38,500.00 13.250 0.000 75.49 03/24/2000
803210764 n/a BOUCHER ROSCOE MO 46,700.00 13.350 0.000 84.90 03/23/2000
803211168 n/a SMITH LONNIE DWAYNE LA 25,500.00 12.500 0.000 85.00 03/23/2000
803214923 n/a TRAMMELL CAROLYN NY 10,000.00 13.250 0.000 35.71 03/23/2000
803215375 n/a RIDEOUT LARRY WAYNE KY 60,000.00 13.900 0.000 84.86 03/24/2000
803219161 n/a COLLINS ANGELA GA 21,600.00 14.850 0.000 80.00 03/24/2000
803223676 n/a CHRISTIAN TYRONE FL 43,000.00 13.500 0.000 74.78 03/24/2000
803241082 n/a HAGWOOD KENDRICK L OH 29,250.00 12.740 0.000 65.00 03/20/2000
803243641 n/a CARDOS0 ESTEBAN FL 18,000.00 11.400 0.000 48.64 03/24/2000
803250786 n/a HARRISON JR THOMAS W OH 42,250.00 13.500 0.000 65.00 03/20/2000
803252659 n/a DIAZ JUAN C RI 60,775.00 13.100 0.000 85.00 03/23/2000
803262872 n/a O'DANIEL LINDA MO 45,600.00 14.000 0.000 80.00 03/21/2000
803269216 n/a MINEAR VIRGIL E OH 67,500.00 12.250 0.000 90.00 03/24/2000
803292671 n/a SMITH-CROOKS JACQUELYN MA 92,700.00 9.875 0.000 61.80 03/22/2000
803293109 n/a DANIELS CAROLYN NEEDHAM FL 11,500.00 12.750 0.000 33.82 03/24/2000
803296912 n/a ABRAMO JR CHARLES N NY 42,000.00 10.750 0.000 70.00 03/24/2000
803298819 n/a ELDER BARRY FL 45,000.00 10.750 0.000 69.23 03/24/2000
803298967 n/a WILCOX BILLY RAY MO 50,200.00 10.625 0.000 83.66 03/24/2000
803305465 n/a WILLIAMS MARY J AL 61,625.00 13.600 0.000 85.00 03/24/2000
803307842 n/a HAMEED NAILAH N J MO 133,600.00 13.500 0.000 80.00 03/24/2000
803310705 n/a SMITH RUTH H FL 51,750.00 9.000 0.000 69.00 03/24/2000
5100202299 n/a EVANS KATHLEEN L MO 85,700.00 9.500 0.000 63.48 03/20/2000
5100202349 n/a SHELEST ROBERT J MI 83,000.00 13.250 0.000 66.40 03/24/2000
5700265597 n/a MCDANIEL LARRY LEE AR 72,400.00 12.025 0.000 95.26 03/24/2000
5700358319 n/a ROARK JAMES CRAIG TN 152,400.00 8.500 0.000 85.14 03/22/2000
8000530553 n/a OWENS KEITH A AR 41,200.00 10.260 0.000 80.78 03/24/2000
8000530975 n/a ADDIS STEPHEN G FL 47,200.00 9.500 0.000 85.81 03/20/2000
8000544117 n/a GREER JR JAMES TN 40,000.00 11.710 0.000 68.37 03/21/2000
8000576408 n/a WOOD MARGIE FAYE AL 43,200.00 10.510 0.000 90.00 03/20/2000
8000602154 n/a BARROSO MIGDALIA FL 81,000.00 9.250 0.000 88.04 03/20/2000
8000622517 n/a MANTHEI BRENDA MN 17,500.00 12.960 0.000 64.81 03/21/2000
8000642838 n/a GALLIHUGH ISRAEL VA 50,000.00 10.110 0.000 58.82 03/21/2000
- ---------------------------------------------------------------------------------------
Loans Funded and not yet in Servicing 110 8,395,797.74
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
124438 n/a n/a 0 00 00 00 n/a 030 F 0.00
124696 n/a n/a 0 00 00 00 n/a 030 F 0.00
124825 n/a n/a 0 00 00 00 n/a 030 F 0.00
124951 n/a n/a 0 00 00 00 n/a 030 F 0.00
125022 n/a n/a 0 00 00 00 n/a 030 F 0.00
125072 n/a n/a 0 00 00 00 n/a 030 F 0.00
125150 n/a n/a 0 00 00 00 n/a 030 F 0.00
125261 n/a n/a 0 00 00 00 n/a 030 F 0.00
125463 n/a n/a 0 00 00 00 n/a 030 F 0.00
125751 n/a n/a 0 00 00 00 n/a 030 F 0.00
125791 n/a n/a 0 00 00 00 n/a 030 F 0.00
126039 n/a n/a 0 00 00 00 n/a 030 F 0.00
126360 n/a n/a 0 00 00 00 n/a 030 F 0.00
126638 n/a n/a 0 00 00 00 n/a 030 F 0.00
127059 n/a n/a 0 00 00 00 n/a 030 F 0.00
127061 n/a n/a 0 00 00 00 n/a 030 F 0.00
127370 n/a n/a 0 00 00 00 n/a 030 F 0.00
128253 n/a n/a 0 00 00 00 n/a 030 F 0.00
128429 n/a n/a 0 00 00 00 n/a 030 F 0.00
128594 n/a n/a 0 00 00 00 n/a 030 F 0.00
128818 n/a n/a 0 00 00 00 n/a 030 F 0.00
128938 n/a n/a 0 00 00 00 n/a 030 F 0.00
129407 n/a n/a 0 00 00 00 n/a 030 F 0.00
803009083 n/a n/a 0 00 00 00 n/a 030 F 0.00
803021138 n/a n/a 0 00 00 00 n/a 030 F 0.00
803036664 n/a n/a 0 00 00 00 n/a 015 F 0.00
803053933 n/a n/a 0 00 00 00 n/a 030 F 0.00
803059104 n/a n/a 0 00 00 00 n/a 045 F 0.00
803084177 n/a n/a 0 00 00 00 n/a 020 F 0.00
803084250 n/a n/a 0 00 00 00 n/a 030 F 0.00
803103696 n/a n/a 0 00 00 00 n/a 015 F 0.00
803106004 n/a n/a 0 00 00 00 n/a 030 F 0.00
803107036 n/a n/a 0 00 00 00 n/a 030 F 0.00
803111962 n/a n/a 0 00 00 00 n/a 030 F 0.00
803116904 n/a n/a 0 00 00 00 n/a 015 F 0.00
803117787 n/a n/a 0 00 00 00 n/a 020 F 0.00
803130996 n/a n/a 0 00 00 00 n/a 030 F 0.00
803131028 n/a n/a 0 00 00 00 n/a 095 F 0.00
803156900 n/a n/a 0 00 00 00 n/a 045 F 0.00
803174937 n/a n/a 0 00 00 00 n/a 030 F 0.00
803180504 n/a n/a 0 00 00 00 n/a 045 F 0.00
803182542 n/a n/a 0 00 00 00 n/a 010 F 0.00
803190198 n/a n/a 0 00 00 00 n/a 020 F 0.00
803195320 n/a n/a 0 00 00 00 n/a 025 F 0.00
803209105 n/a n/a 0 00 00 00 n/a 025 F 0.00
803210764 n/a n/a 0 00 00 00 n/a 030 F 0.00
803211168 n/a n/a 0 00 00 00 n/a 020 F 0.00
803214923 n/a n/a 0 00 00 00 n/a 015 F 0.00
803215375 n/a n/a 0 00 00 00 n/a 045 F 0.00
803219161 n/a n/a 0 00 00 00 n/a 010 F 0.00
803223676 n/a n/a 0 00 00 00 n/a 030 F 0.00
803241082 n/a n/a 0 00 00 00 n/a 030 F 0.00
803243641 n/a n/a 0 00 00 00 n/a 015 F 0.00
803250786 n/a n/a 0 00 00 00 n/a 030 F 0.00
803252659 n/a n/a 0 00 00 00 n/a 045 F 0.00
803262872 n/a n/a 0 00 00 00 n/a 030 F 0.00
803269216 n/a n/a 0 00 00 00 n/a 030 F 0.00
803292671 n/a n/a 0 00 00 00 n/a 405 F 0.00
803293109 n/a n/a 0 00 00 00 n/a 015 F 0.00
803296912 n/a n/a 0 00 00 00 n/a 045 F 0.00
803298819 n/a n/a 0 00 00 00 n/a 015 F 0.00
803298967 n/a n/a 0 00 00 00 n/a 405 F 0.00
803305465 n/a n/a 0 00 00 00 n/a 045 F 0.00
803307842 n/a n/a 0 00 00 00 n/a 030 F 0.00
803310705 n/a n/a 0 00 00 00 n/a 015 F 0.00
5100202299 n/a n/a 0 00 00 00 n/a 477 F 0.00
5100202349 n/a n/a 0 00 00 00 n/a 405 F 0.00
5700265597 n/a n/a 0 00 00 00 n/a 405 F 0.00
5700358319 n/a n/a 0 00 00 00 n/a 450 F 0.00
8000530553 n/a n/a 0 00 00 00 n/a 325 F 0.00
8000530975 n/a n/a 0 00 00 00 n/a 325 F 0.00
8000544117 n/a n/a 0 00 00 00 n/a 015 F 0.00
8000576408 n/a n/a 0 00 00 00 n/a 325 F 0.00
8000602154 n/a n/a 0 00 00 00 n/a 325 F 0.00
8000622517 n/a n/a 0 00 00 00 n/a 010 F 0.00
8000642838 n/a n/a 0 00 00 00 n/a 325 F 0.00
- -------------------------- -----------
Loans Funded and not yet in Servicing 0.00
</TABLE>
<PAGE>
Page 12 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Group 1 Loans Funded and Available 836 45,654,866.10
Needed: (5,724,912.67) Excess
GROUP 1: FIXED RATE LOANS SET TO CLOSE
803032994 n/a MGT SERVICES LLC SNOWS PROPERTY MA 109,900.00 11.350 0.000 70.0 n/a
803054816 n/a HAMILTON ANDRE CA 289,000.00 12.375 0.000 85.0 n/a
803076520 n/a BROADUS JR FREDDIE L PA 27,200.00 12.250 0.000 80.0 n/a
803100288 n/a LETTS LEROY NY 176,000.00 11.500 0.000 80.0 n/a
803135284 n/a HODGES MICHAEL IL 88,400.00 12.875 0.000 65.0 n/a
803144724 n/a CUNNINGHAM DAVID KY 28,050.00 12.125 0.000 85.0 n/a
803158922 n/a BOULET SHAWN M ME 101,500.00 11.000 0.000 70.0 n/a
803159284 n/a SINGH RANJIT NY 385,600.00 12.875 0.000 80.0 n/a
803161389 n/a EVANS LAUREN J MA 85,000.00 11.250 0.000 43.6 n/a
803186378 n/a ESPINAL AURELIO D RI 91,800.00 12.100 0.000 90.0 n/a
803192103 n/a GOLDWIRE ROBERT NY 129,600.00 14.100 0.000 80.0 n/a
803195999 n/a KING DAVID OH 39,000.00 12.100 0.000 75.0 n/a
803197482 n/a SULLIVAN JAMES D RI 114,300.00 11.750 0.000 90.0 n/a
803201987 n/a UPCHER DANA NY 120,000.00 13.500 0.000 75.0 n/a
803207885 n/a EDWARDS PAULINE OH 34,200.00 11.250 0.000 54.3 n/a
803210442 n/a JOHNSON WAYNE VA 129,960.00 12.750 0.000 80.0 n/a
803224567 n/a JONES NIGEL NY 211,500.00 12.375 0.000 90.0 n/a
803224849 n/a STREET REATLY TRUST 60 CLAYTONY MA 550,000.00 10.100 0.000 66.7 n/a
803225127 n/a EBERHARDT CLARENCE T PA 59,415.00 11.500 0.000 85.0 n/a
803228147 n/a DOONAN DENISE DAWN CT 200,000.00 10.500 0.000 80.0 n/a
803230127 n/a MAJEWSKI DENIS ERVIN OH 29,250.00 11.125 0.000 0.0 n/a
803234210 n/a HARRIS JOHN J NY 82,295.00 12.125 0.000 37.9 n/a
803235803 n/a CONWAY JACQUES IL 128,800.00 10.500 0.000 80.0 n/a
803237148 n/a TROUP LOVELLE IL 78,700.00 12.500 0.000 0.0 n/a
803241835 n/a BONHOMME MARCIAL NJ 178,200.00 9.250 0.000 77.5 n/a
803258177 n/a BENNETT HETTY NY 108,000.00 12.375 0.000 65.5 n/a
803279355 n/a JOHNS MIRANDA NY 272,000.00 10.750 0.000 80.0 n/a
803286954 n/a WILEY JAMES J PA 80,750.00 13.000 0.000 85.0 n/a
803293273 n/a SMITH ELARIO NY 135,000.00 12.500 0.000 45.0 n/a
803310093 n/a PERKINS RUDOLPH CT 102,150.00 12.250 0.000 90.0 n/a
803310192 n/a GADSON ANTHONY OH 63,750.00 13.250 0.000 75.0 n/a
803311315 n/a BROWN RUTHIE LEE MI 48,800.00 10.000 0.000 80.0 n/a
803318609 n/a KNIBB KHADIJA P NY 319,500.00 12.850 0.000 90.0 n/a
803327352 n/a DECKER MILFORD NY 51,850.00 13.325 0.000 85.0 n/a
803330687 n/a CARL MARJORIE L CT 82,000.00 14.250 0.000 91.1 n/a
803337690 n/a GORI MARCO MA 131,200.00 11.125 0.000 44.5 n/a
5200059946 n/a MILES BESS E FL 62,000.00 8.500 0.000 84.9 n/a
8000571672 n/a CARR ROSETTA NJ 46,000.00 13.000 0.000 74.2 n/a
- ---------------------------------------------------------------------------------------
Fixed Rate Loans Set to Close 38 4,970,670.00
Total Group 1 Loans with loans Set To Close 874 50,625,536.10
Needed (10,695,582.67) Excess
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Group 1 Loans Funded and Available
Needed:
GROUP 1: FIXED RATE LOANS SET TO CLOSE
803032994 n/a n/a 0 00 00 00 n/a 010 F 0.00
803054816 n/a n/a 0 00 00 00 n/a 010 F 0.00
803076520 n/a n/a 0 00 00 00 n/a 010 F 0.00
803100288 n/a n/a 0 00 00 00 n/a 010 F 0.00
803135284 n/a n/a 0 00 00 00 n/a 010 F 0.00
803144724 n/a n/a 0 00 00 00 n/a 010 F 0.00
803158922 n/a n/a 0 00 00 00 n/a 010 F 0.00
803159284 n/a n/a 0 00 00 00 n/a 010 F 0.00
803161389 n/a n/a 0 00 00 00 n/a 010 F 0.00
803186378 n/a n/a 0 00 00 00 n/a 010 F 0.00
803192103 n/a n/a 0 00 00 00 n/a 010 F 0.00
803195999 n/a n/a 0 00 00 00 n/a 010 F 0.00
803197482 n/a n/a 0 00 00 00 n/a 010 F 0.00
803201987 n/a n/a 0 00 00 00 n/a 010 F 0.00
803207885 n/a n/a 0 00 00 00 n/a 010 F 0.00
803210442 n/a n/a 0 00 00 00 n/a 010 F 0.00
803224567 n/a n/a 0 00 00 00 n/a 010 F 0.00
803224849 n/a n/a 0 00 00 00 n/a 010 F 0.00
803225127 n/a n/a 0 00 00 00 n/a 010 F 0.00
803228147 n/a n/a 0 00 00 00 n/a 010 F 0.00
803230127 n/a n/a 0 00 00 00 n/a 010 F 0.00
803234210 n/a n/a 0 00 00 00 n/a 010 F 0.00
803235803 n/a n/a 0 00 00 00 n/a 010 F 0.00
803237148 n/a n/a 0 00 00 00 n/a 010 F 0.00
803241835 n/a n/a 0 00 00 00 n/a 010 F 0.00
803258177 n/a n/a 0 00 00 00 n/a 010 F 0.00
803279355 n/a n/a 0 00 00 00 n/a 010 F 0.00
803286954 n/a n/a 0 00 00 00 n/a 010 F 0.00
803293273 n/a n/a 0 00 00 00 n/a 010 F 0.00
803310093 n/a n/a 0 00 00 00 n/a 010 F 0.00
803310192 n/a n/a 0 00 00 00 n/a 010 F 0.00
803311315 n/a n/a 0 00 00 00 n/a 010 F 0.00
803318609 n/a n/a 0 00 00 00 n/a 010 F 0.00
803327352 n/a n/a 0 00 00 00 n/a 010 F 0.00
803330687 n/a n/a 0 00 00 00 n/a 010 F 0.00
803337690 n/a n/a 0 00 00 00 n/a 010 F 0.00
5200059946 n/a n/a 0 00 00 00 n/a 010 F 0.00
8000571672 n/a n/a 0 00 00 00 n/a 010 F 0.00
- ---------------------------- ------------
Fixed Rate Loans Set to Close 0.00
Total Group 1 Loans with loans Set To Close
Needed
</TABLE>
<PAGE>
Page 13 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROUP 2: ARM LOANS AVAILABLE FOR SALE
801196460 801196460 DONNELLY HAROLD NY 279,320.66 10.125 6.500 75.0 11/25/1998
801656836 801656836 KING ELLA NC 49,052.61 12.875 8.500 80.0 04/29/1999
801986647 801986647 SCALERA MICHAEL H MO 118,811.39 11.625 7.000 85.0 09/07/1999
801991993 801991993 FOY FREDDIE SC 61,230.72 11.125 6.750 84.7 10/26/1999
802213694 802213694 BARWICK JAMES E SC 73,009.12 11.625 8.000 75.0 08/10/1999
802226688 802226688 MAXWELL ROSE M CT 107,109.90 12.500 8.375 65.0 09/27/1999
802245910 802245910 CORNWALL KENNETH NC 76,925.00 11.375 6.750 85.0 02/03/2000
802252221 802252221 BOHLAR CLEOPHUS MI 17,521.94 9.375 5.775 80.0 09/16/1999
802259119 802259119 ROBINSON VAN CHELL SC 53,921.78 12.875 9.000 80.0 10/12/1999
802266973 802266973 OLIBRICE FRANCOIS MD 105,432.64 11.625 7.750 80.0 08/24/1999
802278028 802278028 BROWN ANDREW F ME 66,604.27 11.875 7.750 85.0 11/29/1999
802280750 802280750 SPEIGHT RAY C NC 35,109.44 11.000 7.000 80.0 09/29/1999
802282442 802282442 CARDEN BOBBY R NC 275,679.31 12.000 7.125 80.0 10/21/1999
802312157 802312157 MCCOY JAMES R NJ 119,710.77 12.000 8.025 85.0 11/18/1999
802329276 802329276 ZUCKOFSHE VIRGINIA NY 143,667.30 10.750 6.750 80.0 09/30/1999
802339317 802339317 LEVANDOSKI MICHAEL T PA 75,476.43 12.000 7.400 85.0 03/22/2000
802361071 802361071 ZAPALAC MICHAEL LEWIS TX 32,013.68 12.250 8.500 80.0 01/05/2000
802371047 802371047 HILL SHANNON OH 67,934.97 12.875 8.250 85.0 09/24/1999
802376285 802376285 WIERZBICKI STANLEY L DE 73,455.08 10.625 5.700 81.7 03/13/2000
802381152 802381152 BRONCHELLA JAMES V UT 150,204.41 11.500 7.000 70.0 02/09/2000
802390922 802390922 HALE ALBERT T FL 46,140.07 11.500 7.350 70.0 09/28/1999
802408591 802408591 CAINE MOIRA NJ 115,410.26 10.625 6.500 70.0 10/12/1999
802409680 802409680 COLES JANICE I VA 78,000.00 8.500 4.500 75.0 03/21/2000
802411686 802411686 SHEPARD LEWIS J NY 115,952.37 13.500 8.625 80.0 03/03/2000
802435347 802435347 LYNCH LUE H NC 82,400.00 9.250 4.500 80.0 03/16/2000
802448613 802448613 PURIFY GERALD MI 33,965.83 12.375 7.775 85.0 10/12/1999
802466508 802466508 RENE ROOSEVELT NY 63,986.94 13.500 9.000 80.0 03/15/2000
802468827 802468827 SWEENEY KENNETH C MA 89,793.40 11.500 7.250 90.0 03/03/2000
802474403 802474403 LOPEZ GASTON F NC 73,859.92 13.500 8.000 75.0 02/17/2000
802480111 802480111 WHITTED FRANCIS NC 58,464.45 11.750 7.500 81.8 02/09/2000
802483149 802483149 WASHINGTON DENEEN E MD 44,668.28 12.500 7.450 85.9 09/24/1999
802487231 802487231 LOCKLEAR PHILLIP NC 67,680.00 12.250 7.000 80.0 02/04/2000
802517599 802517599 MCLEAN DONALD W NC 43,309.69 13.000 8.000 85.0 11/15/1999
802537019 802537019 FRAZIER SAMUEL JR SC 67,981.60 12.250 7.000 80.0 01/21/2000
802539890 802539890 NASWORTHY MARK CHARLES FL 242,558.78 11.000 7.250 90.0 11/24/1999
802548644 802548644 WALDREN MARY IN 63,067.42 9.250 5.000 80.0 10/14/1999
802556266 802556266 NAZZARO RALPH G NJ 131,351.40 12.125 7.775 85.9 10/29/1999
802565259 802565259 THOMPSON VERONICA VA 61,600.78 10.500 6.250 90.0 01/24/2000
802571802 802571802 CHAMBERLIN JEFFERY L OH 121,461.16 11.500 7.250 90.0 11/29/1999
802573014 802573014 BUTTERBRODT CHARLES W NC 74,400.00 9.500 4.750 80.0 03/10/2000
802578070 802578070 ROACH SUSAN M PA 140,000.00 11.875 7.000 69.2 01/10/2000
802580829 802580829 BOYD BARBARA J NJ 184,874.51 11.250 6.700 59.6 11/29/1999
802587881 802587881 CHAPMAN RICKY SCOTT NC 91,800.00 10.625 6.000 85.0 02/14/2000
802595439 802595439 GREEN BOOKER T SC 64,000.00 12.250 7.000 80.0 02/04/2000
802604652 802604652 NEWBY YOLANDA NC 62,900.00 12.250 7.000 68.3 02/07/2000
802607218 802607218 DAVIS ANTONIO NC 69,583.51 11.125 7.000 85.0 02/04/2000
802615005 802615005 GRACEN MICHAEL V NY 64,750.98 10.750 6.250 90.0 12/15/1999
802622985 802622985 CHADUKIEWICZ JENNIFER CT 64,254.39 10.875 7.000 90.0 12/21/1999
802628560 802628560 COE RICHARD NC 66,750.00 13.500 8.000 75.0 02/25/2000
802636696 802636696 WEAVER CHARLES B MA 158,913.49 12.250 7.750 63.3 12/14/1999
802637595 802637595 MONTGOMERY ANNETTE MI 24,793.29 12.250 8.000 80.0 12/15/1999
802639302 802639302 PALMER ADRIENNE NC 64,952.30 12.750 8.250 57.5 10/28/1999
802641704 802641704 SUMTER TRACY SC 51,986.70 12.500 6.500 75.3 02/15/2000
802652750 802652750 COWLES RAY A PA 55,671.16 11.125 6.900 90.0 03/01/2000
802659151 802659151 SHADDOX WILLIAM E TN 23,793.33 12.250 7.875 80.0 01/21/2000
802665182 802665182 JONES HATTIE M MI 27,289.44 10.625 6.025 65.0 02/25/2000
802668178 802668178 COPHER SHARON I OH 70,929.42 11.500 6.250 85.0 12/23/1999
802672899 802672899 CHESSEBORO JAMES SC 48,750.00 13.500 8.500 75.0 03/10/2000
802674499 802674499 WELCH ROSE SC 149,500.00 13.125 8.375 65.0 03/10/2000
802678110 802678110 HOLMES LINDA FAYE NC 75,200.00 12.250 7.000 80.0 02/07/2000
802681346 802681346 FRANCO HEIDY C NY 208,250.00 12.375 7.750 85.0 03/14/2000
802686733 802686733 KASTNER LINDA PA 50,374.07 12.500 7.950 80.0 03/01/2000
802701292 802701292 SAMPSON LORI M NC 77,350.00 11.375 6.750 85.0 02/08/2000
802704361 802704361 LINDSTROM PI DEAN PA 57,703.88 10.500 6.100 75.0 03/16/2000
802707331 802707331 JOYCE JEFFREY R VA 99,450.00 11.375 7.000 84.6 03/13/2000
802707869 802707869 WHITE MICAH R MI 42,250.00 12.875 8.150 65.0 03/17/2000
802709527 802709527 POMEROY DOROTHY ANN SC 39,983.59 13.500 8.500 80.0 01/19/2000
802713602 802713602 PARRISH JOHN MD 61,883.85 13.375 8.125 85.9 12/20/1999
802713693 802713693 RICE GREGORY NC 84,000.00 10.625 5.750 80.0 03/17/2000
802714048 802714048 ZOCATELLI CELIA NJ 67,427.13 11.000 6.400 90.0 12/22/1999
802717850 802717850 COBB JAMES N SC 53,384.00 11.750 6.000 71.1 02/10/2000
802720599 802720599 PETERSON ROGER J OH 105,081.32 12.125 7.500 80.9 11/02/1999
802722454 802722454 MARTIN CARY GAYLE VA 68,770.37 10.125 5.500 80.0 02/04/2000
802729608 802729608 RYNIEWICZ JOHN A NJ 191,756.40 10.250 5.750 62.3 12/08/1999
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROUP 2: ARM LOANS AVAILABLE FOR SALE
801196460 801196460 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
801656836 801656836 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
801986647 801986647 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
801991993 801991993 03/01/2000 0 78 65 00 SUPER ARM 026 A 0.00
802213694 802213694 02/01/2000 0 00 00 00 9155051 026 A 0.00
802226688 802226688 02/01/2000 0 00 00 00 9155052 026 A 0.00
802245910 802245910 03/01/2000 0 00 00 00 9155051 026 A 0.00
802252221 802252221 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802259119 802259119 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802266973 802266973 02/01/2000 0 78 00 00 SUPER ARM 033 A 0.00
802278028 802278028 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802280750 802280750 02/01/2000 0 00 00 00 9155050 026 A 0.00
802282442 802282442 02/01/2000 0 78 00 00 SUPER ARM 026 A 0.00
802312157 802312157 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802329276 802329276 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802339317 802339317 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802361071 802361071 03/01/2000 0 00 00 00 9155051 026 A 0.00
802371047 802371047 02/01/2000 0 00 00 00 9155051 622 A 0.00
802376285 802376285 02/01/2000 0 00 00 00 9155052 026 A 0.00
802381152 802381152 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802390922 802390922 02/01/2000 1 00 00 00 9155052 630 A 0.00
802408591 802408591 01/01/2000 0 00 00 00 9155051 026 A 0.00
802409680 802409680 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802411686 802411686 03/01/2000 0 00 00 00 9155052 026 A 0.00
802435347 802435347 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802448613 802448613 02/01/2000 1 00 00 00 SUPER ARM 026 A 0.00
802466508 802466508 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802468827 802468827 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802474403 802474403 04/01/2000 0 00 00 00 9155052 026 A 0.00
802480111 802480111 02/01/2000 0 65 00 00 9155051 033 A 0.00
802483149 802483149 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802487231 802487231 03/01/2000 0 65 00 00 9155051 026 A 0.00
802517599 802517599 03/01/2000 0 00 00 00 9155052 026 A 0.00
802537019 802537019 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802539890 802539890 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802548644 802548644 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802556266 802556266 02/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
802565259 802565259 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802571802 802571802 01/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802573014 802573014 04/01/2000 0 00 00 00 9155052 026 A 0.00
802578070 802578070 01/01/2000 0 00 00 00 9155051 026 A 0.00
802580829 802580829 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802587881 802587881 03/01/2000 0 00 00 00 9155051 026 A 0.00
802595439 802595439 03/01/2000 0 00 65 00 9155051 026 A 0.00
802604652 802604652 03/01/2000 0 00 00 00 9155051 026 A 0.00
802607218 802607218 03/01/2000 0 00 00 00 9155051 033 A 0.00
802615005 802615005 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802622985 802622985 03/01/2000 0 00 00 00 9155051 026 A 0.00
802628560 802628560 03/01/2000 0 65 00 00 9155052 026 A 0.00
802636696 802636696 01/01/2000 1 00 00 00 9155051 026 A 0.00
802637595 802637595 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802639302 802639302 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802641704 802641704 04/01/2000 0 00 00 00 9155051 026 A 0.00
802652750 802652750 03/01/2000 0 00 00 00 9155052 033 A 0.00
802659151 802659151 02/01/2000 0 00 00 00 9155051 026 A 0.00
802665182 802665182 03/01/2000 0 00 00 00 9155052 026 A 0.00
802668178 802668178 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802672899 802672899 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802674499 802674499 03/01/2000 0 00 00 00 9155052 026 A 0.00
802678110 802678110 03/01/2000 0 00 00 00 9155051 026 A 0.00
802681346 802681346 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802686733 802686733 03/01/2000 0 00 00 00 9155052 026 A 0.00
802701292 802701292 03/01/2000 0 65 00 00 9155051 026 A 0.00
802704361 802704361 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802707331 802707331 04/01/2000 0 00 00 00 9155052 026 A 0.00
802707869 802707869 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802709527 802709527 02/01/2000 0 00 00 00 9155050 026 A 0.00
802713602 802713602 02/01/2000 1 00 00 00 SUPER ARM 033 A 0.00
802713693 802713693 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802714048 802714048 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802717850 802717850 03/01/2000 0 00 00 00 9155051 026 A 0.00
802720599 802720599 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802722454 802722454 04/01/2000 0 00 00 00 9155051 033 A 0.00
802729608 802729608 03/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
</TABLE>
<PAGE>
Page 14 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802738021 802738021 ROBINSON VERONA NY 131,933.95 12.625 8.150 62.8 12/29/1999
802738294 802738294 EVANS BERTHA LEE TX 36,038.07 9.375 7.000 80.0 01/12/2000
802739409 802739409 MONT PAULA CA 130,184.71 9.000 4.875 80.0 12/14/1999
802739417 802739417 SOLORIO GILDARDO CA 79,543.00 12.875 8.875 80.0 12/14/1999
802750158 802750158 HATTON EARL OH 56,500.00 11.500 6.250 79.0 12/13/1999
802750604 802750604 WILLIAMS LINDA SC 28,145.00 11.750 5.750 65.0 01/10/2000
802752113 802752113 BLUM PATRICIA M PA 48,693.69 8.750 5.000 75.0 12/31/1999
802755579 802755579 RYALS JAMES F NC 119,000.00 12.750 7.000 85.0 03/03/2000
802760066 802760066 SHAFFSTALL GARY B CO 44,937.47 10.500 6.000 60.0 01/05/2000
802760496 802760496 JOHNSON GLENDON NJ 54,386.46 12.625 8.450 80.0 03/15/2000
802762567 802762567 CHAPMAN GERALD JERRY NC 76,500.00 11.125 6.000 85.0 02/22/2000
802765735 802765735 DEATON CAROL A NC 45,900.00 11.875 6.375 85.0 02/16/2000
802778225 802778225 CASON RALPH E AL 79,165.89 10.125 5.850 80.0 02/10/2000
802780882 802780882 FOAT CHARLES PA 40,000.00 12.500 7.900 80.0 03/06/2000
802782805 802782805 MASTERPAUL DONALD A JR PA 80,835.43 10.500 6.250 89.9 12/15/1999
802783639 802783639 SMITH DOLPHUS SC 37,600.00 11.625 7.000 80.0 02/14/2000
802785535 802785535 KINARD TOMMY LA 39,208.06 12.125 7.875 85.0 12/13/1999
802787127 802787127 HAWKINS CINQUETTA PA 46,900.00 12.125 7.250 80.8 02/07/2000
802788547 802788547 HALL GARY N NM 61,179.34 11.250 7.000 85.0 01/12/2000
802792937 802792937 ALLEN ALICIA SC 79,475.00 11.375 6.500 85.0 03/14/2000
802794115 802794115 DUMONT CHRISTOPHE NY 287,013.17 11.750 7.500 90.0 12/17/1999
802797126 802797126 MCCOY DEBORAH OH 64,777.00 11.000 6.750 90.0 03/10/2000
802798850 802798850 KING DANIEL NC 38,400.00 13.500 8.250 75.0 02/07/2000
802798876 802798876 TACKETT ALLEN NC 52,903.57 11.625 7.250 85.0 01/04/2000
802799056 802799056 SHOUB JOSEPH L NC 17,423.73 9.625 4.500 80.0 02/08/2000
802800821 802800821 FERGUSON DENNIS CT 81,213.68 13.125 8.625 62.9 01/04/2000
802806232 802806232 WRIGHT SABRINA OH 25,992.13 11.750 6.750 57.7 02/22/2000
802807156 802807156 MCGEE GERARD J ME 60,757.62 11.125 6.750 80.0 12/24/1999
802817676 802817676 ZACHARY VAUGHTELL MI 67,484.12 12.875 8.650 75.0 02/29/2000
802818013 802818013 LINDON EDGAR KY 37,470.03 13.625 9.375 66.9 01/13/2000
802820027 802820027 MOSLEY ROBERT L NC 46,956.02 12.750 7.750 74.9 12/29/1999
802821298 802821298 HARRIS CHARLES W SC 42,377.93 12.125 7.500 80.0 01/21/2000
802823328 802823328 DALTON WILLIE L NC 59,894.74 13.375 8.125 75.0 01/21/2000
802823427 802823427 BRYANT DAMIAN W IL 48,000.00 12.500 7.500 80.0 02/29/2000
802825984 802825984 YEAGLE THOMAS L PA 58,301.36 11.500 7.150 79.8 03/23/2000
802826107 802826107 OWEN ROBERT DALE IL 29,724.40 11.875 6.950 85.0 03/15/2000
802828236 802828236 MEAD WILLIAM D GA 67,323.95 10.625 5.500 79.2 02/15/2000
802831586 802831586 PIERCE JAMES GA 61,956.79 11.125 6.875 84.9 02/07/2000
802836015 802836015 JONES MEDDIE L IL 64,950.95 12.625 8.150 65.0 01/04/2000
802836668 802836668 MILLER PAMELA MD 37,431.91 13.250 9.000 80.0 01/20/2000
802838896 802838896 SAUCIER ALMEDA L FL 82,500.00 12.750 8.250 75.0 03/06/2000
802839134 802839134 LEWIS AYANA NC 46,400.00 13.000 8.000 80.0 03/08/2000
802841452 802841452 MIZELLE RONALD GA 48,421.83 11.500 7.000 85.0 01/26/2000
802844852 802844852 SCOTT SUSAN MARIE SC 44,780.53 13.250 8.250 80.0 02/08/2000
802845164 802845164 SPITZMILLER ROGER A JR MO 40,600.00 12.750 7.250 67.6 02/16/2000
802850511 802850511 HOLLAND GLADYS KY 52,490.98 14.250 10.500 75.0 01/06/2000
802852624 802852624 DABBS SAMUEL KEN NC 91,200.00 11.000 5.750 80.0 03/22/2000
802853580 802853580 RYGIEWICZ MARNIE R MI 126,656.70 10.875 6.400 75.0 02/16/2000
802855866 802855866 JIMERSON DWIGHT CA 141,100.00 11.250 6.625 85.0 12/28/1999
802857805 802857805 CRAWFORD LEO R FL 49,762.00 12.500 8.000 75.3 02/07/2000
802862573 802862573 SMITH JOHNNY H NC 75,200.00 13.000 7.250 80.0 03/14/2000
802864942 802864942 YANCEY REGINA MI 42,250.00 12.000 7.250 65.0 03/08/2000
802867416 802867416 HINSHAW DEBRA S NC 38,218.73 13.500 8.250 75.0 01/18/2000
802870071 802870071 OXENDINE KENDRIA NC 44,250.00 13.500 8.500 75.0 03/20/2000
802872648 802872648 JETER FREDERICK OH 102,816.21 11.375 6.750 85.0 01/14/2000
802872747 802872747 CARTRETTE JEFFERY NC 17,364.11 14.000 9.500 70.0 01/07/2000
802875427 802875427 GILCHRIST MAXINE NJ 82,800.00 11.625 7.150 90.0 03/06/2000
802879395 802879395 KRISHER STEVEN H NY 229,364.30 11.875 7.200 85.0 03/09/2000
802882779 802882779 GIBSON ROBERT GLENN NC 78,369.59 13.750 9.250 80.0 01/31/2000
802888438 802888438 GRIFFIN FRANK MI 36,000.00 10.500 5.750 90.0 03/20/2000
802889600 802889600 RIVERA VICTOR CT 82,479.47 12.625 7.350 75.0 01/12/2000
802890756 802890756 MARTIN KATHY L OK 31,711.51 13.250 8.250 75.0 01/18/2000
802893529 802893529 HOVAN MICHAEL NJ 20,800.00 12.375 7.500 80.0 03/06/2000
802893545 802893545 SMALLS DAVID L SC 52,475.87 13.000 8.500 70.0 12/28/1999
802895417 802895417 CHANCE RICHARD L IN 38,000.00 11.250 5.750 73.0 02/29/2000
802898338 802898338 FELTON REUBIN NJ 148,500.00 11.875 7.325 90.0 03/16/2000
802899419 802899419 ADAMS KENNETH DURWOOD NC 67,500.00 12.500 7.000 75.0 03/22/2000
802900886 802900886 CERISIER GUY NY 213,300.00 10.500 6.250 90.0 02/23/2000
802900977 802900977 GEORGE FRANK CT 157,446.82 11.250 7.150 90.0 02/28/2000
802901355 802901355 MILES TRISHA HILL NC 96,000.00 12.125 7.125 80.0 02/29/2000
802902502 802902502 HARRIS MARILYN L TX 24,046.55 12.250 9.750 70.0 01/14/2000
802904706 802904706 IBARRA ANTONIO H SC 60,000.00 13.000 8.000 75.0 03/10/2000
802905232 802905232 RAYMOND MICHAEL NJ 61,750.00 9.250 5.300 44.1 02/23/2000
802907378 802907378 COKER RANDALL KEITH AL 41,983.69 13.750 9.250 70.0 01/26/2000
802907691 802907691 WHEELER STEPHEN MI 47,581.52 13.750 9.250 70.0 01/10/2000
802908467 802908467 MOORE DOUGLAS L VA 76,717.24 9.500 5.000 85.0 03/13/2000
802909655 802909655 EFFLER MARK NC 64,000.00 14.000 8.000 80.0 02/15/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802738021 802738021 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802738294 802738294 04/01/2000 0 00 00 00 9155051 621 A 0.00
802739409 802739409 03/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
802739417 802739417 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802750158 802750158 01/01/2000 0 00 00 00 9155051 026 A 0.00
802750604 802750604 02/01/2000 0 00 00 00 9155051 026 A 0.00
802752113 802752113 03/01/2000 0 00 00 00 9155051 033 A 0.00
802755579 802755579 04/01/2000 0 00 00 00 9155052 026 A 0.00
802760066 802760066 04/01/2000 0 00 00 00 9155051 026 A 0.00
802760496 802760496 03/01/2000 0 00 00 00 9155052 026 A 0.00
802762567 802762567 03/01/2000 0 65 00 00 9155052 026 A 0.00
802765735 802765735 03/01/2000 0 00 00 00 9155051 026 A 0.00
802778225 802778225 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802780882 802780882 02/01/2000 0 00 00 00 9155052 026 A 0.00
802782805 802782805 03/01/2000 0 00 00 00 9155052 026 A 0.00
802783639 802783639 03/01/2000 0 00 00 00 9155051 026 A 0.00
802785535 802785535 03/01/2000 0 00 00 00 9155051 026 A 0.00
802787127 802787127 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802788547 802788547 03/01/2000 0 00 00 00 9155051 026 A 0.00
802792937 802792937 04/01/2000 0 00 00 00 9155052 026 A 0.00
802794115 802794115 01/01/2000 0 00 00 00 9155051 026 A 0.00
802797126 802797126 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802798850 802798850 03/01/2000 0 00 00 00 9155051 026 A 0.00
802798876 802798876 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802799056 802799056 05/01/2000 0 00 65 00 9155051 622 A 0.00
802800821 802800821 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802806232 802806232 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802807156 802807156 03/01/2000 0 00 00 00 9155051 026 A 0.00
802817676 802817676 03/01/2000 0 00 00 00 9155052 026 A 0.00
802818013 802818013 03/01/2000 0 78 00 00 9155051 033 A 0.00
802820027 802820027 03/01/2000 0 65 00 00 9155051 026 A 0.00
802821298 802821298 03/01/2000 0 00 00 00 9155051 026 A 0.00
802823328 802823328 03/01/2000 0 00 00 00 9155051 026 A 0.00
802823427 802823427 03/01/2000 0 00 00 00 9155052 026 A 0.00
802825984 802825984 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802826107 802826107 03/01/2000 0 00 00 00 9155052 033 A 0.00
802828236 802828236 04/01/2000 0 00 00 00 9155051 026 A 0.00
802831586 802831586 03/01/2000 0 00 00 00 9155051 026 A 0.00
802836015 802836015 03/01/2000 0 00 00 00 9155052 026 A 0.00
802836668 802836668 02/01/2000 0 00 00 00 9155051 033 A 0.00
802838896 802838896 04/01/2000 0 65 00 00 9155052 026 A 0.00
802839134 802839134 04/01/2000 0 00 00 00 9155052 026 A 0.00
802841452 802841452 03/01/2000 0 00 00 00 9155051 026 A 0.00
802844852 802844852 05/01/2000 0 00 00 00 9155051 622 A 0.00
802845164 802845164 03/01/2000 0 00 00 00 9155051 026 A 0.00
802850511 802850511 02/01/2000 0 00 00 00 9155050 026 A 0.00
802852624 802852624 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802853580 802853580 03/01/2000 0 00 00 00 9155052 026 A 0.00
802855866 802855866 01/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802857805 802857805 03/01/2000 0 00 00 00 9155051 026 A 0.00
802862573 802862573 04/01/2000 0 00 00 00 9155052 026 A 0.00
802864942 802864942 04/01/2000 0 00 00 00 9155052 026 A 0.00
802867416 802867416 04/01/2000 0 00 00 00 9155051 026 A 0.00
802870071 802870071 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802872648 802872648 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802872747 802872747 04/01/2000 0 00 00 00 9155051 622 A 0.00
802875427 802875427 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802879395 802879395 03/01/2000 0 00 00 00 9155052 026 A 0.00
802882779 802882779 03/01/2000 0 63 00 00 9155050 026 A 0.00
802888438 802888438 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802889600 802889600 02/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802890756 802890756 03/01/2000 0 65 00 00 9155051 033 A 0.00
802893529 802893529 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802893545 802893545 03/01/2000 0 00 00 00 9155051 026 A 0.00
802895417 802895417 03/01/2000 0 00 00 00 9155052 026 A 0.00
802898338 802898338 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802899419 802899419 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802900886 802900886 03/01/2000 0 00 00 00 9155052 026 A 0.00
802900977 802900977 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802901355 802901355 03/01/2000 0 00 00 00 9155052 026 A 0.00
802902502 802902502 03/01/2000 0 00 00 00 9155051 623 A 0.00
802904706 802904706 04/01/2000 0 00 00 00 9155052 033 A 0.00
802905232 802905232 03/01/2000 0 00 00 00 9155052 026 A 0.00
802907378 802907378 03/01/2000 0 00 00 00 9155051 026 A 0.00
802907691 802907691 03/01/2000 0 00 00 00 9155051 026 A 0.00
802908467 802908467 03/01/2000 0 00 00 00 9155052 026 A 0.00
802909655 802909655 03/01/2000 0 00 65 00 9155051 026 A 0.00
</TABLE>
<PAGE>
Page 15 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802912451 802912451 BYRD KATHY L IN 155,447.32 11.375 6.500 85.0 03/15/2000
802915371 802915371 GARCIA-MORAZ NORMA OBDULI NC 72,750.00 13.500 8.500 75.0 03/09/2000
802915967 802915967 REELS JOHN A NC 49,300.00 11.875 7.250 85.0 02/03/2000
802916981 802916981 HENDERSON GEORGE E NC 87,779.00 11.625 6.750 85.0 03/20/2000
802917492 802917492 BENTLEY MARGARET CT 47,429.95 13.375 8.550 65.0 01/06/2000
802917575 802917575 KOWALSKI PAULA A PA 119,890.51 9.875 5.425 75.0 03/15/2000
802920694 802920694 SANDERS KIMBERLY IN 64,570.30 13.000 7.250 85.0 03/03/2000
802922377 802922377 FENNEKEN MARY ANN FL 59,950.78 12.250 7.500 63.8 01/18/2000
802923730 802923730 RYAN MISTI AR 48,800.00 11.625 7.000 80.0 02/08/2000
802932913 802932913 KIRK THOMAS L OH 50,975.20 12.750 8.000 75.0 03/13/2000
802934554 802934554 WOODRUFF BRIAN A PA 58,461.81 11.375 6.900 90.0 03/23/2000
802937490 802937490 BACON EVETTE D VA 74,250.00 11.750 6.750 90.0 02/24/2000
802940106 802940106 MYERS VICKIE L SC 58,357.51 12.500 6.221 80.0 02/15/2000
802944025 802944025 WHITE LATISHA K SC 63,750.00 11.750 7.250 73.2 02/08/2000
802944058 802944058 CASAZZA JOANN NJ 163,200.00 13.000 7.775 85.0 03/13/2000
802944322 802944322 WILLIAMS CARLOS E NC 83,300.00 11.625 7.250 85.0 02/09/2000
802947085 802947085 WARD DARRYL S SR AL 51,191.45 14.375 9.800 80.0 03/03/2000
802947655 802947655 JOHNSON BEATRICE MO 31,476.17 10.750 5.500 75.0 02/01/2000
802947929 802947929 THOMAS BARBARA IL 88,000.00 12.625 7.750 80.0 03/20/2000
802948141 802948141 BUNDT WALTER SC 66,750.00 12.500 8.000 75.0 02/04/2000
802950451 802950451 HATCHETT CHARLENE OH 67,500.00 11.000 6.250 90.0 03/06/2000
802950477 802950477 REITSMA MELISSA L IN 46,469.30 11.375 5.875 75.0 02/28/2000
802951418 802951418 FLORES MARIO TX 32,062.55 11.875 7.250 80.0 01/12/2000
802951913 802951913 TATE LARRY O OH 43,550.00 12.250 6.750 65.0 03/15/2000
802953315 802953315 CRAIG THOMAS J PA 62,010.00 10.750 5.975 90.0 03/06/2000
802955088 802955088 PARHAM JAMES L NC 77,350.00 12.250 7.650 85.0 03/08/2000
802956763 802956763 OATES JOAN P NC 58,772.00 13.500 9.000 75.0 02/07/2000
802957373 802957373 NOONAN CHARLES NY 198,000.00 12.250 7.350 90.0 03/08/2000
802957423 802957423 JOHNSON JEFFREY MI 95,959.46 13.375 8.900 80.0 01/12/2000
802957811 802957811 KARIKO FADIA MI 266,050.00 10.250 6.275 85.0 03/14/2000
802958090 802958090 WILLIAMS MARK T WV 78,000.00 12.250 7.750 80.0 02/28/2000
802959783 802959783 DANIELS STEPHEN R DE 121,450.33 10.375 6.300 85.0 03/22/2000
802960443 802960443 MITCHELL J W GA 69,578.95 11.750 6.500 80.0 02/11/2000
802962977 802962977 SLYFIELD THOMAS H MI 58,100.00 11.250 6.650 74.9 03/14/2000
802963546 802963546 TAYLOR DIANA SC 47,945.14 11.625 7.000 80.0 01/14/2000
802964403 802964403 JOHNSON KARI S CO 53,229.93 13.875 8.625 75.0 01/06/2000
802964809 802964809 ABDALLA MARY A WV 150,450.00 10.875 6.150 85.0 03/13/2000
802965822 802965822 LOUIS BRENDA G NC 74,233.02 13.000 8.500 75.0 02/11/2000
802966648 802966648 DRAYTON LAKITA NC 57,375.00 11.625 6.750 75.0 02/08/2000
802967604 802967604 MONROE RONALD M MI 54,600.00 12.375 7.650 65.0 03/09/2000
802970681 802970681 PULLIAM WILLIAM NC 128,000.00 12.250 7.250 80.0 03/08/2000
802971804 802971804 BROUSSARD WADE ANTHONY LA 46,750.00 11.000 6.500 85.0 02/02/2000
802973172 802973172 JENKINS ANGELA SC 59,980.00 12.000 6.750 75.0 02/16/2000
802974345 802974345 SEABOLT GARY W IN 63,720.69 13.000 7.250 85.0 03/08/2000
802976530 802976530 LUNA RAMIRO NY 265,000.00 10.750 6.250 89.8 03/10/2000
802978213 802978213 COOPER BERNICE NJ 127,500.00 11.500 6.700 85.0 03/06/2000
802978767 802978767 WILSON JANNA L MI 100,000.00 13.625 9.150 74.0 03/08/2000
802980235 802980235 BANKS JOYCE A IN 60,450.00 12.625 7.125 65.0 03/03/2000
802980466 802980466 LOWERY DONALD DWAYNE NC 101,583.00 10.375 5.500 88.7 02/08/2000
802980573 802980573 DONLEN MELISSA A PA 32,396.00 12.875 8.400 80.9 03/09/2000
802980995 802980995 THOMPSON LEROY GA 57,715.00 11.875 7.000 85.0 02/29/2000
802981225 802981225 LUNN CURTIS MD 20,000.00 11.625 6.375 49.7 02/15/2000
802981688 802981688 HOWARD LAVERNE NJ 98,856.08 12.750 7.550 85.9 01/31/2000
802984328 802984328 ALEXANDER GA VIRGIL JR FL 82,400.00 11.750 7.250 75.9 02/08/2000
802987321 802987321 SPIRES HATTIE M IL 165,750.00 13.500 8.250 85.0 03/06/2000
802988279 802988279 CAMPBELL MABLE NC 61,480.00 11.375 6.750 80.0 03/07/2000
802989970 802989970 WALKER DIANA NC 73,600.00 13.000 7.250 80.0 03/10/2000
802990325 802990325 ANDERSON JANICE M GA 54,400.00 12.750 8.125 85.0 02/15/2000
802991760 802991760 FANNING JEFFREY ALAN CA 168,696.00 10.375 6.125 90.0 03/08/2000
802992719 802992719 COOPER DUANE J JR PA 31,963.42 11.625 7.050 80.0 01/26/2000
802992768 802992768 JOHNSON JANICE GA 68,850.00 11.375 6.500 85.0 03/08/2000
802992842 802992842 PERKINS LOUIE SC 73,200.00 10.625 5.375 80.0 03/03/2000
802993048 802993048 HILL RICHARD R OH 64,000.00 12.250 6.750 64.6 03/13/2000
802993451 802993451 HARNISH TODD A PA 86,250.00 13.000 8.000 75.0 03/13/2000
802994293 802994293 TOMA YUSRA MI 155,954.11 11.875 6.650 80.0 02/10/2000
802995738 802995738 HENDRY ROBERT L FL 62,400.00 11.375 5.750 80.0 03/08/2000
802995860 802995860 COLLINS NATHAN L WY 74,746.41 11.000 6.500 85.0 01/24/2000
802996926 802996926 RAMIREZ-PERE ARMANDO FL 68,800.00 10.375 5.750 80.0 02/25/2000
802998427 802998427 FREDERICK BRENDA MI 45,600.00 12.500 7.650 80.0 02/25/2000
802998534 802998534 GARCIA SLY FL 127,500.00 11.750 6.500 85.0 03/03/2000
802999086 802999086 ROSS GLYNDA F MI 48,435.74 11.875 7.250 85.0 02/16/2000
802999425 802999425 REILLY CASSANDRA NJ 78,500.00 12.250 6.525 61.3 03/16/2000
803000041 803000041 SILVA LORI A MI 136,000.00 13.125 7.900 85.0 02/23/2000
803000900 803000900 DANIELS AMY L FL 54,750.00 13.500 8.500 75.0 03/14/2000
803001882 803001882 NEESE ZELDA OH 30,550.00 11.500 6.750 65.0 02/16/2000
803002153 803002153 WHEELER ANTHONY Q SC 82,400.00 12.250 7.000 80.0 02/23/2000
803002773 803002773 GREGORY CHIQUITA MI 139,410.40 11.500 7.030 90.0 03/13/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
802912451 802912451 06/01/2000 0 00 00 00 9155052 633 A 0.00
802915371 802915371 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802915967 802915967 03/01/2000 0 00 00 00 9155051 026 A 0.00
802916981 802916981 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802917492 802917492 03/01/2000 0 00 00 00 9155052 026 A 0.00
802917575 802917575 03/01/2000 0 00 00 00 9155052 026 A 0.00
802920694 802920694 06/01/2000 0 00 00 00 9155052 622 A 0.00
802922377 802922377 04/01/2000 0 00 00 00 9155052 628 A 0.00
802923730 802923730 03/01/2000 0 00 00 00 9155051 026 A 0.00
802932913 802932913 06/01/2000 0 00 00 00 9155052 622 A 0.00
802934554 802934554 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802937490 802937490 03/01/2000 0 65 00 00 9155052 026 A 0.00
802940106 802940106 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802944025 802944025 03/01/2000 0 00 00 00 9155051 026 A 0.00
802944058 802944058 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802944322 802944322 03/01/2000 0 00 00 00 9155051 026 A 0.00
802947085 802947085 03/01/2000 0 00 00 00 9155052 026 A 0.00
802947655 802947655 05/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
802947929 802947929 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802948141 802948141 03/01/2000 0 65 00 00 9155051 026 A 0.00
802950451 802950451 04/01/2000 0 00 00 00 9155052 026 A 0.00
802950477 802950477 05/01/2000 0 00 00 00 9155052 622 A 0.00
802951418 802951418 03/01/2000 0 00 00 00 9155051 033 A 0.00
802951913 802951913 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802953315 802953315 04/01/2000 0 00 00 00 9155052 033 A 0.00
802955088 802955088 03/01/2000 0 00 00 00 9155052 026 A 0.00
802956763 802956763 03/01/2000 0 00 00 00 9155051 026 A 0.00
802957373 802957373 03/01/2000 0 00 00 00 9155052 026 A 0.00
802957423 802957423 03/01/2000 0 00 00 00 9155051 026 A 0.00
802957811 802957811 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802958090 802958090 03/01/2000 0 00 00 00 9155052 033 A 0.00
802959783 802959783 04/01/2000 0 00 00 00 SUPER ARM 633 A 0.00
802960443 802960443 04/01/2000 0 00 00 00 9155051 026 A 0.00
802962977 802962977 03/01/2000 0 00 00 00 SUPER ARM 628 A 0.00
802963546 802963546 04/01/2000 0 00 00 00 9155051 026 A 0.00
802964403 802964403 03/01/2000 0 00 00 00 9155051 033 A 0.00
802964809 802964809 03/01/2000 0 00 00 00 9155052 033 A 0.00
802965822 802965822 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802966648 802966648 03/01/2000 0 00 65 00 9155051 026 A 0.00
802967604 802967604 03/01/2000 0 00 00 00 9155052 026 A 0.00
802970681 802970681 04/01/2000 0 00 00 00 9155052 026 A 0.00
802971804 802971804 03/01/2000 0 00 00 00 9155051 026 A 0.00
802973172 802973172 04/01/2000 0 00 00 00 9155051 026 A 0.00
802974345 802974345 06/01/2000 0 00 00 00 9155052 622 A 0.00
802976530 802976530 03/01/2000 0 00 00 00 9155052 026 A 0.00
802978213 802978213 03/01/2000 0 00 00 00 9155052 026 A 0.00
802978767 802978767 03/01/2000 0 00 00 00 9155052 026 A 0.00
802980235 802980235 04/01/2000 0 00 00 00 9155052 026 A 0.00
802980466 802980466 03/01/2000 0 00 00 00 9155051 026 A 0.00
802980573 802980573 03/01/2000 0 00 00 00 9155052 026 A 0.00
802980995 802980995 03/01/2000 0 65 00 00 9155052 026 A 0.00
802981225 802981225 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
802981688 802981688 03/01/2000 0 00 00 00 9155052 026 A 0.00
802984328 802984328 03/01/2000 0 00 00 00 9155051 033 A 0.00
802987321 802987321 03/01/2000 0 00 00 00 9155052 026 A 0.00
802988279 802988279 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
802989970 802989970 04/01/2000 0 00 00 00 9155052 026 A 0.00
802990325 802990325 02/01/2000 0 65 00 00 9155052 026 A 0.00
802991760 802991760 04/01/2000 0 00 00 00 9155052 026 A 0.00
802992719 802992719 04/01/2000 0 00 00 00 9155051 033 A 0.00
802992768 802992768 04/01/2000 0 00 00 00 9155052 026 A 0.00
802992842 802992842 04/01/2000 0 00 00 00 9155052 026 A 0.00
802993048 802993048 04/01/2000 0 00 00 00 9155052 026 A 0.00
802993451 802993451 04/01/2000 0 00 00 00 9155052 026 A 0.00
802994293 802994293 03/01/2000 0 00 00 00 9155052 026 A 0.00
802995738 802995738 04/01/2000 0 00 00 00 9155052 026 A 0.00
802995860 802995860 04/01/2000 0 00 00 00 9155051 026 A 0.00
802996926 802996926 03/01/2000 0 65 00 00 9155052 026 A 0.00
802998427 802998427 03/01/2000 0 00 00 00 9155052 026 A 0.00
802998534 802998534 03/01/2000 0 00 00 00 9155052 026 A 0.00
802999086 802999086 04/01/2000 0 00 00 00 SUPER CANC 033 A 0.00
802999425 802999425 03/01/2000 0 00 00 00 9155052 026 A 0.00
803000041 803000041 03/01/2000 0 00 00 00 9155052 026 A 0.00
803000900 803000900 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803001882 803001882 03/01/2000 0 00 00 00 9155052 033 A 0.00
803002153 803002153 03/01/2000 0 65 00 00 9155052 026 A 0.00
803002773 803002773 04/01/2000 0 00 00 00 9155052 026 A 0.00
</TABLE>
<PAGE>
Page 16 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803003045 803003045 DAVIS REBECCA F NC 73,600.00 12.250 7.000 80.0 03/15/2000
803003102 803003102 WILLIAMS CLAUDE MI 62,974.28 10.375 5.900 78.7 03/03/2000
803005180 803005180 JONES ROGER M SC 51,727.71 10.125 5.500 75.0 02/18/2000
803005693 803005693 UNGER BONITA MI 49,440.90 10.750 6.650 59.6 02/09/2000
803005941 803005941 DUCK WILLIAM E FL 64,200.00 10.500 5.250 72.1 02/14/2000
803006923 803006923 BARRETT MICHAEL IL 34,000.00 13.125 7.900 85.0 03/15/2000
803007459 803007459 DRASHER ROBERT PA 27,600.00 12.000 7.250 80.0 02/29/2000
803008374 803008374 ALLEN MARVIN PA 49,636.36 9.875 5.300 85.9 03/15/2000
803010610 803010610 HARRIS JAMES C NY 217,445.88 12.625 8.400 75.0 03/07/2000
803011063 803011063 DENNIS BENJAMIN GA 42,780.52 12.875 7.625 80.0 02/14/2000
803012103 803012103 BLANCHARD RAYMOND W JR MI 250,000.00 11.875 6.650 71.4 03/22/2000
803012418 803012418 FLORES EFRAIN AZ 25,481.86 11.750 7.000 75.0 02/04/2000
803012541 803012541 SMITH BRIAN M RI 78,344.08 12.875 8.000 80.0 03/15/2000
803014166 803014166 GADDIST MARY A NY 207,000.00 12.000 7.500 90.0 03/03/2000
803014612 803014612 IVORY NELLETT MI 85,470.34 11.125 6.580 90.0 02/24/2000
803016666 803016666 FULLER LARRY AR 81,900.00 10.750 6.250 89.0 03/08/2000
803016799 803016799 PELLERITO PAUL MI 100,300.00 13.125 7.900 85.0 03/14/2000
803017284 803017284 THOMAS KEITH NC 96,300.00 9.500 4.750 80.9 03/20/2000
803017482 803017482 DEL VILLAR RICARDO A PA 106,800.00 9.000 4.500 84.9 02/28/2000
803017649 803017649 KISHBAUGH STEVEN PA 80,800.00 10.500 5.950 80.0 03/13/2000
803019082 803019082 ARRONA MACIA REYNALDO TX 29,739.68 11.125 6.250 85.0 01/26/2000
803020114 803020114 PADILLA EDITH MI 111,976.47 13.375 8.900 80.0 01/28/2000
803020981 803020981 PARNELL BEVERLY MI 87,483.79 10.750 6.000 85.0 01/19/2000
803021195 803021195 ROGERS DAVID L II IN 71,010.00 11.625 7.150 90.0 03/21/2000
803021492 803021492 MOORE CHERYL WRIGHT GA 61,200.00 9.000 4.500 85.0 02/25/2000
803021716 803021716 CLEMONS NEWMAN D SC 55,650.00 12.500 6.750 77.9 03/20/2000
803022672 803022672 NIELSEN JOANNA MI 57,560.92 11.250 6.625 80.0 02/07/2000
803023191 803023191 RIPPEL DONNA L FL 60,300.00 11.250 6.750 90.0 02/07/2000
803024132 803024132 KING RONALD L FL 65,648.00 13.000 8.500 75.0 03/03/2000
803024470 803024470 HOLLIS JERRY GA 106,200.00 10.750 6.250 90.0 02/28/2000
803027531 803027531 CSOMOS STEVEN PA 85,500.00 10.750 5.850 90.0 03/16/2000
803027655 803027655 MCKENZIE MICHAEL L SC 71,600.00 11.375 6.875 75.3 03/10/2000
803027671 803027671 CSOMOS STEVEN PA 44,000.00 10.375 5.450 73.3 03/07/2000
803029347 803029347 GARNETT AARON PA 33,300.00 10.500 6.250 90.0 03/07/2000
803029719 803029719 MORALES EFRAIN FL 67,600.00 13.750 9.250 80.0 02/28/2000
803030865 803030865 WILLIAMS REGINA PA 24,000.00 12.000 6.750 77.4 03/21/2000
803031053 803031053 JEAN-BAPTIST WILMA NY 148,500.00 10.750 6.250 90.0 02/29/2000
803031897 803031897 MARSHALL LATONYA IN 32,800.00 11.500 7.250 80.0 03/21/2000
803032267 803032267 STEINBRUGGE THOMAS E AR 52,275.00 11.000 6.500 85.0 02/09/2000
803032820 803032820 RICHARDSON RUTH OH 57,750.00 10.250 5.000 75.0 03/01/2000
803034073 803034073 JOSENHANS ERIC A MD 86,700.00 12.125 7.650 85.0 02/14/2000
803034339 803034339 MILLER BRIAN E MO 27,000.00 12.750 7.500 75.0 02/09/2000
803034461 803034461 KOSCEVIC SCOT W PA 86,450.00 11.750 7.000 65.0 03/14/2000
803034867 803034867 BENNETT JOHN J CT 120,000.00 10.625 5.950 18.4 02/23/2000
803037019 803037019 MOORING REX A JR NC 79,560.00 11.875 7.250 85.0 03/07/2000
803038710 803038710 CASTILLO JOSE NJ 223,200.00 11.625 7.150 90.0 03/22/2000
803039387 803039387 BESSETTE RON CT 62,800.00 12.625 8.400 80.0 03/15/2000
803041235 803041235 GRULLON MARTINA P MA 198,000.00 11.750 7.100 84.9 03/03/2000
803041672 803041672 RIVERA JOSE PA 22,400.00 9.750 5.250 89.9 03/14/2000
803042118 803042118 HICKS WILLIAM D NH 178,500.00 13.125 7.875 85.0 03/06/2000
803042266 803042266 WILLIAMS ANTHONY L SC 59,984.65 12.500 8.000 75.0 02/14/2000
803042340 803042340 ETHEREDGE SHANNON SC 53,250.00 13.500 9.000 75.0 02/08/2000
803042852 803042852 BARRETT ANDRE L VA 57,600.00 9.875 5.250 80.0 03/07/2000
803043165 803043165 ANGELUCCI THOMAS NJ 77,600.00 11.625 7.150 80.0 02/15/2000
803043439 803043439 MATHIS EDNA SC 88,598.00 10.875 6.250 85.0 02/04/2000
803043835 803043835 CIESLINSKI GARY MI 36,391.44 12.875 8.150 65.0 02/03/2000
803045541 803045541 LAWRENCE JANET S MI 133,000.00 10.000 5.700 61.8 02/17/2000
803045780 803045780 CUNNINGHAM EDGAR H III OH 78,200.00 12.250 7.000 85.0 03/08/2000
803046218 803046218 LOCKHART GERALDINE B PA 480,000.00 12.625 7.875 80.0 03/07/2000
803047703 803047703 JOHNSON VERONICA MI 26,650.00 12.875 8.150 65.0 03/03/2000
803048370 803048370 GRANADA SULIMA NY 139,500.00 9.875 5.000 90.0 02/28/2000
803048693 803048693 DIETRICH FRANK FL 77,850.00 11.000 6.500 90.0 02/14/2000
803049709 803049709 BOSHELA PAMELA J WI 68,000.00 11.375 6.750 85.0 03/09/2000
803050343 803050343 FARLEY AMY L NH 166,500.00 11.250 7.250 89.0 02/25/2000
803051077 803051077 SKAGGS PHILLIP E JR OH 20,000.00 12.375 7.875 80.0 02/26/2000
803052034 803052034 ANDERSON LESTER NJ 74,800.00 12.250 7.475 85.9 03/15/2000
803052281 803052281 FULLER MARVIN SC 76,500.00 11.875 7.250 85.0 03/14/2000
803053073 803053073 SHIER MARY ALICE MI 33,800.00 11.500 6.750 65.0 03/06/2000
803054030 803054030 HUNT JOAN NY 272,000.00 12.500 8.000 80.0 03/03/2000
803054410 803054410 THOMAS PAUL IL 116,743.18 12.750 8.250 80.0 03/22/2000
803054683 803054683 GREEN JUDY MI 56,270.00 11.000 6.500 85.0 02/07/2000
803055292 803055292 YBARRA DOUGLAS MI 59,960.39 11.375 6.750 84.5 02/18/2000
803055763 803055763 BRANTLEY CINDY E GA 47,625.00 11.250 6.000 73.2 03/21/2000
803056316 803056316 LEONARD ROBERT PA 40,800.00 12.250 7.000 85.0 03/08/2000
803056571 803056571 SWIDAN RAIED MI 29,490.57 11.500 6.775 74.6 03/03/2000
803057074 803057074 HOSSAIN MOHAMMED A NY 208,800.00 10.000 5.500 90.0 03/03/2000
803057686 803057686 GIBSON AMY J PA 48,000.00 9.500 5.000 81.3 03/07/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803003045 803003045 04/01/2000 0 00 00 00 9155052 026 A 0.00
803003102 803003102 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803005180 803005180 04/01/2000 0 00 00 00 9155052 033 A 0.00
803005693 803005693 03/01/2000 0 00 00 00 9155051 026 A 0.00
803005941 803005941 03/01/2000 0 00 00 00 9155051 026 A 0.00
803006923 803006923 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803007459 803007459 03/01/2000 0 00 00 00 9155052 026 A 0.00
803008374 803008374 03/01/2000 0 00 00 00 9155052 026 A 0.00
803010610 803010610 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803011063 803011063 03/01/2000 0 00 00 00 9155051 026 A 0.00
803012103 803012103 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803012418 803012418 04/01/2000 0 00 00 00 9155051 026 A 0.00
803012541 803012541 03/01/2000 0 00 00 00 9155052 026 A 0.00
803014166 803014166 03/01/2000 0 00 00 00 9155052 026 A 0.00
803014612 803014612 03/01/2000 0 65 00 00 9155052 026 A 0.00
803016666 803016666 04/01/2000 0 00 00 00 9155052 033 A 0.00
803016799 803016799 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803017284 803017284 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803017482 803017482 03/01/2000 0 00 00 00 9155052 026 A 0.00
803017649 803017649 03/01/2000 0 00 00 00 9155052 026 A 0.00
803019082 803019082 03/01/2000 0 00 00 00 9155051 026 A 0.00
803020114 803020114 03/01/2000 0 00 00 00 9155052 026 A 0.00
803020981 803020981 04/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803021195 803021195 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803021492 803021492 03/01/2000 0 65 00 00 9155052 026 A 0.00
803021716 803021716 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803022672 803022672 05/01/2000 0 00 00 00 9155051 622 A 0.00
803023191 803023191 03/01/2000 0 00 00 00 9155051 026 A 0.00
803024132 803024132 04/01/2000 0 65 00 00 9155052 026 A 0.00
803024470 803024470 03/01/2000 0 65 00 00 9155052 026 A 0.00
803027531 803027531 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803027655 803027655 04/01/2000 0 00 00 00 9155052 026 A 0.00
803027671 803027671 03/01/2000 0 00 00 00 9155052 026 A 0.00
803029347 803029347 04/01/2000 0 00 00 00 9155052 026 A 0.00
803029719 803029719 03/01/2000 0 00 00 00 9155052 026 A 0.00
803030865 803030865 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803031053 803031053 03/01/2000 0 00 00 00 9155052 026 A 0.00
803031897 803031897 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803032267 803032267 03/01/2000 0 00 00 00 9155051 026 A 0.00
803032820 803032820 03/01/2000 0 00 00 00 9155052 026 A 0.00
803034073 803034073 02/01/2000 0 00 00 00 9155052 026 A 0.00
803034339 803034339 03/01/2000 0 00 00 00 9155051 026 A 0.00
803034461 803034461 04/01/2000 0 00 00 00 9155052 033 A 0.00
803034867 803034867 03/01/2000 0 00 00 00 9155052 026 A 0.00
803037019 803037019 04/01/2000 0 65 00 00 9155052 026 A 0.00
803038710 803038710 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803039387 803039387 03/01/2000 0 00 00 00 9155052 026 A 0.00
803041235 803041235 04/01/2000 0 00 00 00 9155052 026 A 0.00
803041672 803041672 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803042118 803042118 03/01/2000 0 00 00 00 9155052 026 A 0.00
803042266 803042266 04/01/2000 0 00 65 00 9155051 026 A 0.00
803042340 803042340 03/01/2000 0 00 00 00 9155051 026 A 0.00
803042852 803042852 04/01/2000 0 00 00 00 9155052 033 A 0.00
803043165 803043165 02/01/2000 0 00 00 00 9155052 026 A 0.00
803043439 803043439 03/01/2000 0 00 00 00 9155051 026 A 0.00
803043835 803043835 03/01/2000 0 00 00 00 9155052 026 A 0.00
803045541 803045541 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803045780 803045780 04/01/2000 0 00 00 00 9155052 026 A 0.00
803046218 803046218 03/01/2000 0 00 00 00 9155052 026 A 0.00
803047703 803047703 03/01/2000 0 00 00 00 9155052 026 A 0.00
803048370 803048370 03/01/2000 0 00 00 00 9155052 033 A 0.00
803048693 803048693 03/01/2000 0 65 00 00 9155052 033 A 0.00
803049709 803049709 04/01/2000 0 00 00 00 9155052 026 A 0.00
803050343 803050343 03/01/2000 0 00 00 00 9155052 026 A 0.00
803051077 803051077 03/01/2000 0 00 00 00 9155052 026 A 0.00
803052034 803052034 03/01/2000 0 00 00 00 9155052 026 A 0.00
803052281 803052281 04/01/2000 0 00 00 00 9155052 026 A 0.00
803053073 803053073 04/01/2000 0 00 00 00 9155052 026 A 0.00
803054030 803054030 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803054410 803054410 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803054683 803054683 03/01/2000 0 00 00 00 9155051 026 A 0.00
803055292 803055292 05/01/2000 0 00 00 00 9155052 622 A 0.00
803055763 803055763 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803056316 803056316 04/01/2000 0 00 00 00 9155052 026 A 0.00
803056571 803056571 03/01/2000 0 00 00 00 9155052 628 A 0.00
803057074 803057074 04/01/2000 0 00 00 00 9155052 026 A 0.00
803057686 803057686 04/01/2000 0 00 00 00 9155052 026 A 0.00
</TABLE>
<PAGE>
Page 17 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803058643 803058643 SEAMAN RICHARD S MI 71,960.82 12.250 8.000 80.0 02/08/2000
803060854 803060854 ROBERTS MITCH TN 36,000.00 10.875 5.750 80.0 02/07/2000
803061076 803061076 DAVIS ERVIN SC 64,939.11 9.750 5.500 77.3 02/29/2000
803061894 803061894 FARRIS JAMES L SC 84,997.00 12.500 7.250 80.9 03/08/2000
803062157 803062157 SMITH HAROLD M MA 152,967.87 13.375 8.100 85.9 03/14/2000
803062215 803062215 BARLOW THERESA K MI 145,350.00 13.125 7.900 85.0 03/02/2000
803062470 803062470 WALK THOMAS R PA 58,800.00 11.250 5.750 80.0 03/06/2000
803062496 803062496 SEILER LINDA FL 92,000.00 12.250 7.750 80.0 03/14/2000
803062595 803062595 PEREZ RAMON NY 180,000.00 9.875 5.000 90.0 02/28/2000
803063510 803063510 MAYO GEORGE WILLIAM GA 96,000.00 12.250 7.000 80.0 03/22/2000
803064005 803064005 BROWN TONY NJ 56,000.00 12.875 8.000 77.7 03/07/2000
803064641 803064641 COLEY NATHANIEL J SR FL 103,910.02 10.125 5.750 80.0 02/29/2000
803064781 803064781 HENRY MARJORIE MI 115,900.00 12.125 7.530 83.9 03/10/2000
803064971 803064971 CULLEN JOHN T PA 56,000.00 8.875 4.875 80.0 03/13/2000
803065150 803065150 HIXON THOMAS R ME 60,000.00 12.500 8.000 80.0 02/29/2000
803067032 803067032 MCKISSIC BERNICE NJ 46,000.00 10.625 6.000 63.0 03/09/2000
803067222 803067222 RAMIREZ VIRGINIA CO 72,250.00 12.000 6.750 85.0 02/29/2000
803067867 803067867 HEDGEBETH MILTON NC 71,200.00 12.750 8.000 80.0 02/28/2000
803068600 803068600 HOOD REGINALD L OH 18,200.00 11.250 6.500 70.0 02/24/2000
803068675 803068675 WASHINGTON KEITH L MO 62,100.00 10.625 6.100 90.0 03/21/2000
803068840 803068840 FORNEY ALVIN DEAN NC 85,850.00 11.375 6.750 85.0 02/14/2000
803069194 803069194 DAVIS JOHN H MI 97,750.00 11.750 7.150 85.0 02/29/2000
803069673 803069673 BRADLEY SHEILA SC 47,600.00 11.000 6.000 85.0 02/25/2000
803070804 803070804 ESTES RANDY L MO 68,000.00 10.875 6.750 85.0 03/20/2000
803071455 803071455 CURRY HAROLD W OH 52,000.00 12.500 8.000 80.0 03/07/2000
803071869 803071869 WALSH KENNETH GA 80,800.00 12.000 6.750 80.3 02/07/2000
803072412 803072412 SKEES MELODY IN 41,814.75 10.250 5.750 90.0 03/20/2000
803072933 803072933 HEANANEZ LOP OSCAR NC 53,107.55 11.375 6.750 85.0 02/15/2000
803073840 803073840 STAGE REBECCA J OH 47,985.00 12.625 7.125 80.0 02/23/2000
803073931 803073931 RANDOLPH RICHARD M NC 64,000.00 12.250 7.000 80.0 03/06/2000
803074350 803074350 DAVIS VICKIE S KY 45,000.00 14.250 9.250 75.0 03/15/2000
803074541 803074541 LEUTHY KAREN PA 40,000.00 12.500 7.750 80.0 02/25/2000
803075969 803075969 MENSER DENYELLE L MI 63,750.00 11.875 6.650 75.0 03/09/2000
803076645 803076645 SWANZEY THOMAS NJ 187,800.00 12.125 8.000 80.9 03/07/2000
803078054 803078054 GOTTOBED DEBORAH NY 59,200.00 11.750 6.500 80.0 02/07/2000
803079169 803079169 GRANBERRY JAMES MI 37,400.00 11.750 7.650 85.0 03/10/2000
803079524 803079524 ROSNER MARK W IL 221,000.00 11.875 7.150 65.0 03/06/2000
803079888 803079888 SORISHO RHONIA MI 145,350.00 11.750 7.280 85.0 03/02/2000
803080027 803080027 YOSEVITZ EDWARD NY 140,400.00 10.375 5.500 90.0 03/21/2000
803082353 803082353 PEEPLES CHARLES E SR SC 70,289.00 9.750 5.125 85.0 03/17/2000
803082957 803082957 BEATY WILHELMENI B SC 36,400.00 11.250 6.500 65.0 03/13/2000
803082965 803082965 THARBS DARWIN IN 41,650.00 12.125 6.875 85.0 02/29/2000
803083781 803083781 THOMPSON ELIZABETH NC 73,800.00 10.125 5.500 75.0 03/06/2000
803084383 803084383 HANKERSON ALCENO GA 67,500.00 10.000 5.500 90.0 03/03/2000
803084698 803084698 LOY JAMES AR 84,600.00 11.250 6.750 90.0 03/06/2000
803085000 803085000 ROGERS BETTY NM 30,600.00 10.750 6.250 90.0 03/16/2000
803085356 803085356 LOWERY DANNY MI 24,000.00 12.500 8.000 80.0 03/03/2000
803085869 803085869 MAREADY EARNEST R GA 63,650.00 11.125 6.500 84.9 02/09/2000
803086057 803086057 KITCHENS STACY GA 59,200.00 11.750 6.500 78.9 02/11/2000
803086511 803086511 BOWEN RICHARD C KY 44,383.73 10.875 6.000 80.0 03/09/2000
803086651 803086651 PITTS BRANDY N GA 80,000.00 12.000 7.500 80.0 02/18/2000
803087113 803087113 JAYE GERALD OH 99,948.55 12.500 8.000 80.0 02/24/2000
803087675 803087675 FOLMAR JUDITH M PA 51,805.00 11.875 7.125 65.0 03/06/2000
803088780 803088780 BORNMAN TINA R IN 97,699.72 12.500 7.250 85.0 03/20/2000
803088939 803088939 JONES JIMMY W MD 47,600.00 11.750 6.550 85.0 03/06/2000
803089259 803089259 REMPEL BRIAN R CT 118,400.00 12.500 8.000 80.0 02/29/2000
803091859 803091859 DAVIS DENICE MI 499,999.00 10.750 5.950 59.5 02/29/2000
803091941 803091941 WHITE ELIJAH GA 57,600.00 12.875 7.625 80.0 03/22/2000
803092295 803092295 SKELTON ERNEST E SR FL 66,900.00 9.250 4.750 76.0 02/28/2000
803093343 803093343 BENJAMIN ETHEL H WA 73,500.00 11.000 6.375 84.9 03/15/2000
803093525 803093525 KNIGHT ROBERT W FL 76,500.00 10.625 6.000 85.0 03/20/2000
803093756 803093756 JETT SAMUEL JR SC 72,375.00 11.500 6.250 76.1 03/09/2000
803094143 803094143 BEITZEL MARK A OH 46,800.00 11.500 6.750 65.0 03/10/2000
803094325 803094325 ALEXIS CLARA J FL 41,600.00 13.500 8.750 80.0 02/23/2000
803094424 803094424 POKOJ JON MI 69,000.00 10.500 5.900 69.6 03/08/2000
803094440 803094440 HOUSTON LAROY MO 34,800.00 13.250 8.000 84.8 03/22/2000
803095447 803095447 MOYLAN STEPHAN NJ 120,675.00 12.500 8.070 80.9 03/20/2000
803095488 803095488 HAYES GLADYS M IL 78,950.00 11.500 6.250 84.9 03/07/2000
803095546 803095546 BROOKS LARETHA FAYE FL 52,500.00 12.750 8.250 73.9 03/03/2000
803097237 803097237 PARHAM ARLIVIA IL 55,200.00 12.250 7.000 84.9 03/20/2000
803097369 803097369 JACOBS DARRON A PA 39,600.00 10.125 5.500 80.0 03/06/2000
803097955 803097955 TOMAS NASHAWN MI 173,700.00 11.375 7.150 90.0 02/22/2000
803098292 803098292 KAKOS ANGELA MI 315,000.00 11.500 6.650 70.0 03/02/2000
803098805 803098805 MIELE JOSEPH JR PA 107,000.00 10.750 6.500 89.9 03/03/2000
803099464 803099464 GRECO BRIAN FL 69,600.00 11.000 5.750 80.0 03/10/2000
803100346 803100346 KROESEN WILLIAM N OH 85,000.00 9.500 5.000 85.0 03/06/2000
803101138 803101138 HATCHETT MAGGIE IL 73,900.00 11.375 6.750 84.9 03/08/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803058643 803058643 05/01/2000 0 00 00 00 9155052 622 A 0.00
803060854 803060854 03/01/2000 0 00 00 00 9155051 026 A 0.00
803061076 803061076 05/01/2000 0 00 00 00 9155052 633 A 0.00
803061894 803061894 04/01/2000 0 00 00 00 9155052 026 A 0.00
803062157 803062157 03/01/2000 0 00 00 00 9155052 026 A 0.00
803062215 803062215 03/01/2000 0 00 00 00 9155052 026 A 0.00
803062470 803062470 04/01/2000 0 00 00 00 9155052 026 A 0.00
803062496 803062496 04/01/2000 0 00 00 00 9155052 033 A 0.00
803062595 803062595 03/01/2000 0 00 00 00 9155052 026 A 0.00
803063510 803063510 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803064005 803064005 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803064641 803064641 05/01/2000 0 65 00 00 9155052 633 A 0.00
803064781 803064781 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803064971 803064971 04/01/2000 0 00 00 00 9155052 026 A 0.00
803065150 803065150 03/01/2000 0 00 00 00 9155052 026 A 0.00
803067032 803067032 03/01/2000 0 00 00 00 9155052 033 A 0.00
803067222 803067222 03/01/2000 0 00 00 00 9155052 033 A 0.00
803067867 803067867 03/01/2000 0 00 00 00 9155052 026 A 0.00
803068600 803068600 03/01/2000 0 00 00 00 9155052 026 A 0.00
803068675 803068675 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803068840 803068840 03/01/2000 0 00 00 00 9155051 026 A 0.00
803069194 803069194 03/01/2000 0 00 00 00 9155052 026 A 0.00
803069673 803069673 03/01/2000 0 00 00 00 9155052 033 A 0.00
803070804 803070804 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803071455 803071455 04/01/2000 0 00 00 00 9155052 026 A 0.00
803071869 803071869 03/01/2000 0 00 00 00 9155051 033 A 0.00
803072412 803072412 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803072933 803072933 04/01/2000 0 00 00 00 9155052 026 A 0.00
803073840 803073840 03/01/2000 0 00 00 00 9155052 026 A 0.00
803073931 803073931 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803074350 803074350 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803074541 803074541 03/01/2000 0 00 00 00 9155052 033 A 0.00
803075969 803075969 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803076645 803076645 03/01/2000 0 00 00 00 9155052 026 A 0.00
803078054 803078054 03/01/2000 0 00 00 00 9155051 026 A 0.00
803079169 803079169 03/01/2000 0 00 00 00 9155052 026 A 0.00
803079524 803079524 04/01/2000 0 00 00 00 9155052 026 A 0.00
803079888 803079888 03/01/2000 0 00 00 00 9155052 026 A 0.00
803080027 803080027 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803082353 803082353 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803082957 803082957 04/01/2000 0 00 00 00 9155052 026 A 0.00
803082965 803082965 03/01/2000 0 00 00 00 9155052 026 A 0.00
803083781 803083781 04/01/2000 0 00 00 00 9155052 026 A 0.00
803084383 803084383 04/01/2000 0 00 00 00 9155052 026 A 0.00
803084698 803084698 04/01/2000 0 65 00 00 9155052 026 A 0.00
803085000 803085000 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803085356 803085356 04/01/2000 0 00 00 00 9155052 026 A 0.00
803085869 803085869 03/01/2000 0 00 00 00 9155051 026 A 0.00
803086057 803086057 03/01/2000 0 00 00 00 9155051 026 A 0.00
803086511 803086511 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803086651 803086651 03/01/2000 0 00 00 00 9155052 026 A 0.00
803087113 803087113 05/01/2000 0 00 00 00 9155052 633 A 0.00
803087675 803087675 04/01/2000 0 00 00 00 9155052 026 A 0.00
803088780 803088780 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803088939 803088939 03/01/2000 0 00 00 00 9155052 026 A 0.00
803089259 803089259 03/01/2000 0 00 00 00 9155052 026 A 0.00
803091859 803091859 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803091941 803091941 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803092295 803092295 03/01/2000 0 00 00 00 9155052 026 A 0.00
803093343 803093343 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803093525 803093525 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803093756 803093756 04/01/2000 0 00 00 00 9155052 026 A 0.00
803094143 803094143 04/01/2000 0 00 00 00 9155052 026 A 0.00
803094325 803094325 03/01/2000 0 00 00 00 9155052 026 A 0.00
803094424 803094424 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803094440 803094440 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803095447 803095447 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803095488 803095488 04/01/2000 0 00 00 00 9155052 026 A 0.00
803095546 803095546 04/01/2000 0 00 00 00 9155052 026 A 0.00
803097237 803097237 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803097369 803097369 04/01/2000 0 00 00 00 9155052 026 A 0.00
803097955 803097955 03/01/2000 0 00 00 00 9155052 026 A 0.00
803098292 803098292 03/01/2000 0 00 00 00 9155052 026 A 0.00
803098805 803098805 03/01/2000 0 00 00 00 9155052 033 A 0.00
803099464 803099464 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803100346 803100346 04/01/2000 0 00 00 00 9155052 026 A 0.00
803101138 803101138 04/01/2000 0 00 00 00 9155052 026 A 0.00
</TABLE>
<PAGE>
Page 18 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803103985 803103985 LUND JAMES N NH 163,378.00 12.250 8.000 75.9 03/15/2000
803104009 803104009 CADETTE MARK NY 299,250.00 10.750 6.250 90.0 03/01/2000
803104603 803104603 WINCKOWSKI RAYMOND JR NY 164,700.00 10.625 6.000 90.0 03/20/2000
803104702 803104702 ALFMAN BONNIE OH 74,250.00 11.750 7.000 90.0 03/02/2000
803104819 803104819 PINEDA CONSUELO GARCIA NY 94,450.00 11.500 6.250 65.1 03/15/2000
803106202 803106202 SCHULTE ANITA L IN 53,952.02 10.000 5.500 90.0 03/07/2000
803106327 803106327 ABDULLAH MUHAMMAD ABU MI 27,765.88 10.500 6.000 90.0 03/06/2000
803107440 803107440 MACARTHUR STEVEN W IN 52,800.00 12.500 7.750 80.0 03/17/2000
803108315 803108315 WESTFIELD CASEY E SC 73,000.00 12.250 7.000 80.0 02/11/2000
803108422 803108422 HODGES BOBBY LYNN FL 58,225.00 11.125 6.500 85.0 03/06/2000
803108745 803108745 GOLDSTEIN SHEREE NY 96,000.00 13.000 8.250 64.8 03/24/2000
803108802 803108802 ROWE DIXIE SC 84,150.00 10.500 6.000 85.0 03/10/2000
803109479 803109479 ROMAN DAVID V PA 68,930.03 9.375 5.125 79.3 03/10/2000
803109545 803109545 LOVELACE SHERRY LANE NC 48,000.00 10.500 5.750 80.0 03/06/2000
803109560 803109560 JOBES WILLIAM L IN 101,150.01 9.500 5.000 90.0 03/15/2000
803109784 803109784 SHOTZBERGER CHRISTINA G NC 79,100.00 11.000 5.750 70.0 02/08/2000
803111442 803111442 STACCHIOTTI JAMES A OH 131,500.00 9.375 4.875 84.8 03/13/2000
803111558 803111558 LAFORTUNE GLADYS FL 124,000.00 12.000 7.500 80.0 03/16/2000
803111731 803111731 PHILLIPS PAUL D MO 38,379.11 12.250 7.750 80.0 03/15/2000
803112853 803112853 MARTINI RICHARD G NY 171,890.00 10.375 6.250 85.9 03/03/2000
803113018 803113018 GHANEM JAMAL MI 224,000.00 9.750 5.275 80.0 03/14/2000
803114701 803114701 STIVALA SALVATORE J PA 36,125.00 11.250 6.625 85.0 03/20/2000
803115815 803115815 SEYMOUR CARROLL MD 80,250.00 11.500 6.750 75.0 03/07/2000
803116193 803116193 SANFORD DOROTHY NC 95,200.00 11.125 6.500 85.0 02/28/2000
803116391 803116391 JORDAN LORRENDA M AR 54,900.00 11.125 6.400 90.0 03/13/2000
803116979 803116979 WILLIAMS JOHN P IL 110,500.00 10.625 6.000 85.0 03/06/2000
803118249 803118249 BARTON JACK V KY 53,600.00 11.250 6.750 80.0 03/07/2000
803118314 803118314 STACY KENNETH D OH 59,957.02 11.000 6.250 51.7 03/10/2000
803118686 803118686 JAMES WANDA M IN 43,326.42 12.250 7.000 85.0 03/08/2000
803119676 803119676 DARBY TERRY SC 49,393.00 12.750 9.500 75.9 03/06/2000
803120658 803120658 TURNER RUDINE GA 46,400.00 12.500 8.000 80.0 03/15/2000
803121367 803121367 HARRINGTON WILLIAM MI 57,050.00 12.125 7.400 70.0 02/28/2000
803121383 803121383 FIGUEROA VILMA NJ 165,000.00 12.125 7.850 73.0 03/16/2000
803123298 803123298 COVINGTON KARLA S MO 65,000.00 11.750 6.500 84.9 02/28/2000
803123355 803123355 COWSER LOUISE MI 34,000.00 12.125 7.530 82.9 03/20/2000
803123447 803123447 LACROIX DAVID J IL 73,800.00 10.500 6.000 90.0 03/07/2000
803123470 803123470 JOHNSON CYNTHIA L WA 78,400.00 12.250 7.750 80.0 03/08/2000
803124015 803124015 PHILLIPS ELVERNA L OH 45,200.00 12.500 8.000 80.0 03/07/2000
803124684 803124684 BERNATHY BARRY R PA 136,850.00 11.125 6.350 85.0 03/14/2000
803124866 803124866 SMOLINSKY MARK J PA 42,750.00 10.750 6.250 90.0 03/17/2000
803125053 803125053 WEST BEATRICE MI 119,850.00 12.125 7.650 85.0 03/06/2000
803125145 803125145 BODNAR JADWIGA CT 100,000.00 10.500 5.925 60.2 03/06/2000
803125616 803125616 OOST LIEVENS WILLEM CT 550,000.00 11.250 6.500 70.5 02/28/2000
803126028 803126028 MCELVEEN DANNISHA SC 49,500.00 11.000 6.250 90.0 03/17/2000
803126796 803126796 WALKER MARIBETH C PA 77,450.00 9.875 5.250 51.6 03/15/2000
803127364 803127364 MILLER ACE JR NC 76,000.00 11.875 6.625 80.0 02/23/2000
803128099 803128099 HAYS JAMES HAVEN NC 54,900.00 10.250 5.750 90.0 03/20/2000
803128354 803128354 PIERCE DONALD IN 104,000.00 12.250 7.750 80.0 03/03/2000
803128420 803128420 STEEDE STACY L IL 62,900.00 11.250 6.400 89.9 03/07/2000
803128602 803128602 BARNETT GLENDA D MD 151,200.00 10.250 6.250 90.0 03/03/2000
803129550 803129550 KNIPPRATH PATRICIA L ID 121,600.00 12.250 7.750 80.0 03/06/2000
803130954 803130954 HORNBAKER JAMES W IN 55,000.00 11.375 6.500 51.8 03/15/2000
803131002 803131002 HOOVER DELLA FL 64,000.00 13.375 9.250 80.0 02/29/2000
803131754 803131754 TAPLEY WILLIAM P TN 56,800.00 13.375 8.900 80.0 03/17/2000
803131812 803131812 GAZOO THOMAS J PA 46,000.00 10.750 6.000 63.8 03/07/2000
803132125 803132125 CARLISLE BRETT LAMAR NC 53,250.00 12.500 8.000 75.0 03/17/2000
803134154 803134154 WHEELER DERRICK E CO 166,950.00 10.875 6.625 90.0 02/29/2000
803134709 803134709 REYES SANCHE CRUZ AZ 71,334.86 9.875 6.000 85.0 02/29/2000
803134733 803134733 MILLER WILLIAM L PA 43,350.00 11.500 6.500 85.0 03/22/2000
803135367 803135367 WHITESIDE LEE M OH 68,760.42 12.000 7.500 80.0 03/10/2000
803135953 803135953 MCWREATH JANET L PA 52,000.00 12.000 8.000 80.0 03/17/2000
803136761 803136761 VANHORN VELTA K PA 67,900.00 13.125 7.900 85.9 02/28/2000
803137454 803137454 DELONG TODD E OH 126,650.00 8.500 4.000 85.0 03/15/2000
803137884 803137884 BOYCE STEPHEN M MD 40,000.00 13.625 9.375 80.0 02/29/2000
803138965 803138965 COOK WILLIAM SC 78,375.00 11.000 6.500 75.0 03/07/2000
803139351 803139351 BROWN ERICA D MI 82,800.00 11.750 7.025 90.0 03/09/2000
803140409 803140409 SHEALER BARRY L PA 65,700.00 11.125 6.700 90.0 03/08/2000
803140953 803140953 BOWEN MICHAEL NJ 246,500.00 11.750 7.250 85.0 03/14/2000
803142025 803142025 TURRELL HARRY A IL 40,900.00 12.875 8.150 64.9 03/22/2000
803142207 803142207 GITTENS GARY PA 114,933.83 8.750 4.500 73.7 03/03/2000
803142645 803142645 KETCHUM JULIE A CO 75,139.98 10.500 6.125 80.0 03/07/2000
803143296 803143296 CRAVEN JILL D OH 44,200.00 11.625 6.125 65.0 03/01/2000
803143312 803143312 BROWN DAWN SC 68,000.00 12.750 8.250 75.9 03/10/2000
803143387 803143387 STONEFIELD EARL STEPHEN KY 115,000.00 12.250 7.375 82.1 03/16/2000
803143726 803143726 SMITH ANNIE P MI 56,000.00 13.000 8.500 74.6 03/17/2000
803143767 803143767 STEWART CATHERINE FL 43,200.00 13.750 9.250 80.0 02/25/2000
803144476 803144476 PRICE GAYLE A MA 110,075.00 13.000 7.225 85.0 03/14/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803103985 803103985 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803104009 803104009 03/01/2000 0 00 00 00 9155052 026 A 0.00
803104603 803104603 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803104702 803104702 04/01/2000 0 00 00 00 9155052 033 A 0.00
803104819 803104819 03/01/2000 0 00 00 00 9155052 026 A 0.00
803106202 803106202 06/01/2000 0 00 00 00 9155052 633 A 0.00
803106327 803106327 06/01/2000 0 00 00 00 9155052 622 A 0.00
803107440 803107440 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803108315 803108315 03/01/2000 0 00 00 00 9155051 026 A 0.00
803108422 803108422 04/01/2000 0 00 00 00 9155052 033 A 0.00
803108745 803108745 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803108802 803108802 04/01/2000 0 00 00 00 9155052 026 A 0.00
803109479 803109479 06/01/2000 0 00 00 00 9155052 622 A 0.00
803109545 803109545 04/01/2000 0 00 00 00 9155052 026 A 0.00
803109560 803109560 06/01/2000 0 00 00 00 9155052 633 A 0.00
803109784 803109784 03/01/2000 0 00 00 00 9155052 026 A 0.00
803111442 803111442 04/01/2000 0 00 00 00 9155052 026 A 0.00
803111558 803111558 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803111731 803111731 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803112853 803112853 04/01/2000 0 00 00 00 9155052 026 A 0.00
803113018 803113018 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803114701 803114701 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803115815 803115815 03/01/2000 0 00 00 00 9155052 628 A 0.00
803116193 803116193 03/01/2000 0 00 00 00 9155052 033 A 0.00
803116391 803116391 04/01/2000 0 00 00 00 9155052 026 A 0.00
803116979 803116979 04/01/2000 0 00 00 00 9155052 026 A 0.00
803118249 803118249 04/01/2000 0 00 00 00 9155052 033 A 0.00
803118314 803118314 06/01/2000 0 00 00 00 9155052 622 A 0.00
803118686 803118686 06/01/2000 0 00 00 00 9155052 633 A 0.00
803119676 803119676 04/01/2000 0 00 00 00 9155052 026 A 0.00
803120658 803120658 04/01/2000 0 00 00 00 9155052 026 A 0.00
803121367 803121367 03/01/2000 0 00 00 00 9155052 026 A 0.00
803121383 803121383 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803123298 803123298 03/01/2000 0 00 00 00 9155052 026 A 0.00
803123355 803123355 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803123447 803123447 04/01/2000 0 00 00 00 9155052 033 A 0.00
803123470 803123470 04/01/2000 0 00 00 00 9155052 033 A 0.00
803124015 803124015 04/01/2000 0 00 00 00 9155052 026 A 0.00
803124684 803124684 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803124866 803124866 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803125053 803125053 03/01/2000 0 00 00 00 9155052 026 A 0.00
803125145 803125145 03/01/2000 0 00 00 00 9155052 033 A 0.00
803125616 803125616 03/01/2000 0 00 00 00 9155052 026 A 0.00
803126028 803126028 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803126796 803126796 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803127364 803127364 03/01/2000 0 00 00 00 9155052 026 A 0.00
803128099 803128099 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803128354 803128354 04/01/2000 0 00 00 00 9155052 033 A 0.00
803128420 803128420 03/01/2000 0 00 00 00 9155052 026 A 0.00
803128602 803128602 04/01/2000 0 00 00 00 9155052 026 A 0.00
803129550 803129550 04/01/2000 0 00 00 00 9155052 033 A 0.00
803130954 803130954 04/01/2000 0 00 00 00 9155052 033 A 0.00
803131002 803131002 03/01/2000 0 00 00 00 9155052 026 A 0.00
803131754 803131754 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803131812 803131812 04/01/2000 0 00 00 00 9155052 026 A 0.00
803132125 803132125 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803134154 803134154 03/01/2000 0 00 00 00 9155052 026 A 0.00
803134709 803134709 05/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803134733 803134733 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803135367 803135367 06/01/2000 0 00 00 00 9155052 622 A 0.00
803135953 803135953 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803136761 803136761 03/01/2000 0 00 00 00 9155052 026 A 0.00
803137454 803137454 04/01/2000 0 00 00 00 9155052 033 A 0.00
803137884 803137884 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803138965 803138965 04/01/2000 0 00 00 00 9155052 026 A 0.00
803139351 803139351 03/01/2000 0 00 00 00 9155052 026 A 0.00
803140409 803140409 03/01/2000 0 00 00 00 9155052 026 A 0.00
803140953 803140953 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803142025 803142025 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803142207 803142207 04/01/2000 0 00 00 00 9155052 026 A 0.00
803142645 803142645 06/01/2000 0 00 00 00 9155052 622 A 0.00
803143296 803143296 03/01/2000 0 00 00 00 9155052 026 A 0.00
803143312 803143312 04/01/2000 0 00 00 00 9155052 026 A 0.00
803143387 803143387 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803143726 803143726 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803143767 803143767 03/01/2000 0 00 00 00 9155052 026 A 0.00
803144476 803144476 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
</TABLE>
<PAGE>
Page 19 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803144666 803144666 TURNBULL VIRGINIA C GA 70,975.00 9.500 4.875 85.0 02/29/2000
803144815 803144815 TURNER BEVERLY GA 76,000.00 10.000 5.375 80.0 03/13/2000
803144955 803144955 WILLIAMS JAMES JR SC 61,552.00 12.250 6.750 80.9 03/22/2000
803145036 803145036 MITCHELL ANTHONY V AR 78,300.00 11.375 6.650 90.0 03/17/2000
803146232 803146232 JARSHAW THOMAS W JR IA 42,200.00 13.375 8.150 64.9 03/08/2000
803146539 803146539 POTTS JOHN GA 58,650.00 11.875 6.750 85.0 03/17/2000
803147628 803147628 REAGLE BRIAN K PA 93,900.00 9.250 4.250 84.9 03/03/2000
803147800 803147800 AUTRY NANCY SC 68,000.00 12.750 7.000 75.5 02/24/2000
803148121 803148121 WILLIAMS EVA NY 184,500.00 12.250 7.050 90.0 03/16/2000
803149830 803149830 STRADWICK EVA OH 54,400.00 12.875 7.875 80.0 03/09/2000
803150440 803150440 WALKER IRENE AL 44,000.00 12.500 7.250 67.1 03/13/2000
803150523 803150523 BARNES PATRICE NY 153,000.00 9.625 4.000 85.0 03/10/2000
803150580 803150580 SHANNON WILLIAM A OH 76,500.00 9.750 4.750 85.0 03/01/2000
803152909 803152909 GRANT JOHN A NH 131,750.00 12.625 7.750 84.4 03/06/2000
803153014 803153014 KLINE JOYCE A IN 48,860.00 11.750 7.000 74.9 03/22/2000
803153170 803153170 BRUCE MARGARET M MA 68,000.00 10.250 6.000 80.0 03/10/2000
803153923 803153923 WHITE CHAD IN 136,800.00 9.500 5.500 90.0 03/17/2000
803153998 803153998 CANNOY SHIRLEY L MI 24,000.00 12.750 8.500 80.0 03/13/2000
803154236 803154236 MINGO PETERSON W OH 104,000.00 11.250 6.500 80.0 03/14/2000
803154277 803154277 ABU-HALIMEH SHERRY L CO 144,000.00 9.125 4.500 80.0 03/06/2000
803154905 803154905 BRYANT DOUGLAS OH 66,400.00 13.000 8.000 80.0 03/08/2000
803155084 803155084 PEARCE VALERIE NC 89,250.00 10.750 6.000 85.0 02/29/2000
803155308 803155308 TAYLOR SANDRA D CT 36,375.00 11.625 6.250 75.0 03/10/2000
803156777 803156777 SILVER ROY NC 68,000.00 12.250 6.250 80.0 03/21/2000
803156959 803156959 LAHUE DARRELL L IN 83,300.00 11.875 7.000 85.0 03/14/2000
803157544 803157544 STUHR GARY LEE VA 77,600.00 14.000 8.990 80.0 03/16/2000
803158633 803158633 ARCE ANTONIO FL 68,000.00 11.625 6.750 85.0 03/07/2000
803158849 803158849 HELMS JOHN F JR NC 96,000.00 13.500 8.000 75.0 03/10/2000
803158906 803158906 FURER REUVEN FL 99,955.76 10.000 5.000 66.6 03/08/2000
803159045 803159045 COLUMBIE ACENETH NY 152,750.00 13.125 7.600 65.0 03/13/2000
803159169 803159169 YARBROUGH BRENDA A NJ 59,800.00 13.375 7.850 65.0 03/13/2000
803159243 803159243 BELL LARRY C UT 68,600.00 9.875 5.625 54.8 03/22/2000
803159342 803159342 DAVIS ROBERT NC 70,975.00 12.750 7.500 85.0 03/17/2000
803159466 803159466 FAIR JAMES L OH 99,398.83 12.500 6.750 85.0 03/20/2000
803161561 803161561 KORNEGAY MILDRED NC 72,750.00 12.500 8.000 75.0 02/29/2000
803162353 803162353 LINDSAY THOMAS J CO 156,000.00 12.750 8.000 80.0 03/02/2000
803163658 803163658 COOPER JIMMY R SC 85,500.00 12.500 7.750 75.0 03/06/2000
803164433 803164433 TISON RONALD A AL 46,400.00 10.250 5.375 79.3 03/01/2000
803165117 803165117 JONES ROBERT GA 88,800.00 14.250 9.250 80.0 02/29/2000
803165497 803165497 LATIMER ROXANNE DENNIS SC 74,250.00 12.750 7.250 75.0 02/28/2000
803166008 803166008 VARNDELL-GRI KRIS A MI 60,000.00 13.250 7.650 49.3 03/24/2000
803166339 803166339 ACOSTA BRYANT P FL 48,000.00 11.750 6.750 80.0 03/07/2000
803166404 803166404 HUTCHISON WALTER FL 56,706.00 11.250 5.500 78.0 02/28/2000
803166677 803166677 KRONER DOUGLAS E MD 77,762.00 12.750 7.250 59.8 03/10/2000
803166958 803166958 HARASANSKY CHARLES MT 80,800.00 10.500 6.000 80.0 03/13/2000
803167659 803167659 COLEMAN SEQUOIA MO 64,500.00 12.500 7.000 75.0 03/16/2000
803168004 803168004 RIGMAIDEN SARAH J MO 49,276.02 12.750 7.000 85.0 02/28/2000
803168293 803168293 SIMON HOWARD J JR DE 155,700.00 11.000 6.250 90.0 03/01/2000
803168756 803168756 SMITH RUSSEL W SC 107,950.00 13.750 8.000 85.0 03/15/2000
803169291 803169291 FARNSWORTH CLIFTON G SR MI 80,750.00 12.500 6.750 85.0 02/29/2000
803170083 803170083 MCCLINTON RAYLONDA M MI 51,200.00 12.500 7.500 80.0 03/08/2000
803171115 803171115 DAVIS DANA L IN 65,450.00 12.750 7.000 85.0 03/03/2000
803171339 803171339 ALMAYDA VALERIANA NY 238,000.00 12.000 6.750 85.0 03/20/2000
803171594 803171594 HOLLOWAY LAWRENCE E IN 56,100.00 12.000 6.250 85.0 03/15/2000
803172055 803172055 GAJECKY IRENE D IL 178,500.00 11.875 7.400 85.0 03/07/2000
803172345 803172345 HALL GREGORY S AR 62,400.00 13.375 8.875 80.0 03/17/2000
803172691 803172691 PATIN MICHAEL WA 269,100.00 10.750 6.000 89.8 03/01/2000
803173830 803173830 REEVES ELIZABETH ANNE MD 331,100.00 12.875 7.800 70.0 03/02/2000
803175140 803175140 KNIGHT ROBERT A CO 499,999.00 9.500 5.250 64.1 03/24/2000
803175512 803175512 GORDON LEROY MI 60,000.00 13.000 8.000 80.0 03/20/2000
803175520 803175520 VINCENT-HURS GWENDOLYN MI 25,000.00 12.000 6.750 30.1 03/10/2000
803175660 803175660 HILSON MICHAEL A IN 66,300.00 11.750 6.250 85.0 03/16/2000
803176338 803176338 HOLLAND AL W VA 159,417.93 12.500 7.500 80.9 03/14/2000
803176700 803176700 VOIGTS DIANNE M WV 121,545.64 13.125 8.125 80.0 03/07/2000
803176999 803176999 MCLENDON VIRGINIA FL 51,200.00 13.000 7.000 80.0 03/08/2000
803177278 803177278 LEPRI DONNA CT 60,000.00 12.250 7.100 50.0 03/16/2000
803177724 803177724 HARRIS FELTON MI 55,200.00 12.500 7.500 80.0 03/22/2000
803177757 803177757 WILLIAMS CARMELETTA SC 76,491.00 11.750 6.750 90.0 03/17/2000
803178946 803178946 YOCHUM ESTHER M IN 60,800.00 12.500 7.500 80.0 03/06/2000
803179407 803179407 VELLA ANTHONY NY 118,771.26 12.750 7.650 60.0 03/03/2000
803179449 803179449 OAKES PAULA FLORENE ID 79,200.00 10.750 6.000 90.0 03/13/2000
803180645 803180645 EVETT ALTON BRAZEL SC 36,000.00 13.000 8.000 80.0 03/17/2000
803181379 803181379 PARKER LARRY W AL 112,500.00 9.625 4.875 90.0 03/06/2000
803181783 803181783 BEHAN COLLEEN CT 127,500.00 11.500 6.250 85.5 03/03/2000
803182088 803182088 SWARBRICK ALAN R MA 126,000.00 12.000 7.250 90.0 03/16/2000
803182187 803182187 THOMPSON ROBERT V FL 292,500.00 11.625 7.375 90.0 02/29/2000
803182328 803182328 HALL CHERYL L AL 26,000.00 11.250 6.975 80.0 03/07/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803144666 803144666 03/01/2000 0 00 00 00 9155052 026 A 0.00
803144815 803144815 04/01/2000 0 00 00 00 9155052 026 A 0.00
803144955 803144955 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803145036 803145036 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803146232 803146232 03/01/2000 0 00 00 00 9155052 026 A 0.00
803146539 803146539 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803147628 803147628 04/01/2000 0 00 00 00 9155052 026 A 0.00
803147800 803147800 03/01/2000 0 00 00 00 9155052 026 A 0.00
803148121 803148121 03/01/2000 0 00 00 00 9155052 026 A 0.00
803149830 803149830 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803150440 803150440 04/01/2000 0 00 00 00 9155052 033 A 0.00
803150523 803150523 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803150580 803150580 03/01/2000 0 00 00 00 9155052 033 A 0.00
803152909 803152909 03/01/2000 0 00 00 00 9155052 026 A 0.00
803153014 803153014 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803153170 803153170 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803153923 803153923 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803153998 803153998 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803154236 803154236 03/01/2000 0 00 00 00 9155052 026 A 0.00
803154277 803154277 04/01/2000 0 00 00 00 9155052 033 A 0.00
803154905 803154905 04/01/2000 0 00 00 00 9155052 026 A 0.00
803155084 803155084 03/01/2000 0 00 00 00 9155052 026 A 0.00
803155308 803155308 04/01/2000 0 00 00 00 9155052 033 A 0.00
803156777 803156777 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803156959 803156959 04/01/2000 0 00 00 00 9155052 026 A 0.00
803157544 803157544 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803158633 803158633 04/01/2000 0 00 00 00 9155052 033 A 0.00
803158849 803158849 04/01/2000 0 00 00 00 9155052 026 A 0.00
803158906 803158906 05/01/2000 0 00 00 00 9155052 026 A 0.00
803159045 803159045 04/01/2000 0 00 00 00 9155052 026 A 0.00
803159169 803159169 03/01/2000 0 00 00 00 9155052 026 A 0.00
803159243 803159243 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803159342 803159342 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803159466 803159466 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803161561 803161561 03/01/2000 0 00 00 00 9155052 026 A 0.00
803162353 803162353 04/01/2000 0 00 00 00 9155052 026 A 0.00
803163658 803163658 04/01/2000 0 00 00 00 9155052 026 A 0.00
803164433 803164433 03/01/2000 0 00 00 00 9155052 026 A 0.00
803165117 803165117 03/01/2000 0 00 00 00 9155052 026 A 0.00
803165497 803165497 03/01/2000 0 00 00 00 9155052 026 A 0.00
803166008 803166008 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803166339 803166339 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803166404 803166404 03/01/2000 0 65 00 00 9155052 026 A 0.00
803166677 803166677 04/01/2000 0 00 00 00 9155052 026 A 0.00
803166958 803166958 04/01/2000 0 00 00 00 9155052 628 A 0.00
803167659 803167659 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803168004 803168004 05/01/2000 0 00 00 00 9155052 633 A 0.00
803168293 803168293 03/01/2000 0 00 00 00 9155052 026 A 0.00
803168756 803168756 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803169291 803169291 03/01/2000 0 00 00 00 9155052 033 A 0.00
803170083 803170083 04/01/2000 0 00 00 00 9155052 026 A 0.00
803171115 803171115 04/01/2000 0 00 00 00 9155052 026 A 0.00
803171339 803171339 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803171594 803171594 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803172055 803172055 04/01/2000 0 00 00 00 9155052 026 A 0.00
803172345 803172345 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803172691 803172691 03/01/2000 0 00 00 00 9155052 033 A 0.00
803173830 803173830 03/01/2000 0 00 00 00 9155052 026 A 0.00
803175140 803175140 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803175512 803175512 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803175520 803175520 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803175660 803175660 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803176338 803176338 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803176700 803176700 06/01/2000 0 00 00 00 9155052 622 A 0.00
803176999 803176999 04/01/2000 0 00 00 00 9155052 026 A 0.00
803177278 803177278 04/01/2000 0 00 00 00 9155052 026 A 0.00
803177724 803177724 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803177757 803177757 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803178946 803178946 04/01/2000 0 00 00 00 9155052 026 A 0.00
803179407 803179407 04/01/2000 0 00 00 00 9155052 026 A 0.00
803179449 803179449 04/01/2000 0 00 00 00 9155052 033 A 0.00
803180645 803180645 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803181379 803181379 04/01/2000 0 00 00 00 9155052 026 A 0.00
803181783 803181783 04/01/2000 0 00 00 00 9155052 026 A 0.00
803182088 803182088 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803182187 803182187 03/01/2000 0 00 00 00 9155052 033 A 0.00
803182328 803182328 03/01/2000 0 65 00 00 9155052 026 A 0.00
</TABLE>
<PAGE>
Page 20 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803182732 803182732 FARMER RAYMOND H NY 59,600.00 11.000 6.000 70.9 02/25/2000
803183771 803183771 STAFFORD SAMUEL CT 40,950.00 13.125 8.100 65.0 03/20/2000
803183987 803183987 EDWARDS ROBERT E IN 76,443.69 10.875 6.000 85.0 03/09/2000
803184035 803184035 HUCHKO TERRY M PA 66,000.00 12.500 7.750 75.0 03/22/2000
803184191 803184191 COOLEY DON IN 115,925.50 11.500 5.750 80.0 03/13/2000
803184449 803184449 TRUJILLO ANTHONY A CO 66,300.00 12.625 6.875 85.0 03/03/2000
803184548 803184548 SEGOVIA RAUL SR FL 88,000.00 12.500 6.750 80.0 02/29/2000
803184712 803184712 SWEAT ANN R GA 53,550.00 12.500 7.400 85.0 03/23/2000
803185040 803185040 JENSEN DANE K IA 50,000.00 13.625 8.150 64.9 03/10/2000
803186089 803186089 MAYS JAMES H OH 63,750.00 13.250 7.500 85.0 03/06/2000
803186220 803186220 ROSS RONALD J PA 49,500.00 10.750 5.500 75.0 03/14/2000
803186816 803186816 BOENIG CARL E SR FL 36,954.00 12.500 7.000 65.9 03/08/2000
803186931 803186931 HUGHES ROBERT E DE 136,000.00 11.875 6.500 85.0 03/15/2000
803187426 803187426 EMMEL FRANK T PA 45,000.00 12.750 8.000 75.0 03/06/2000
803187855 803187855 ALLEN ERIC D PA 30,000.00 10.875 6.000 80.8 02/25/2000
803188069 803188069 MILLS ALBERT H RI 19,920.00 10.625 5.750 80.0 03/03/2000
803188267 803188267 MILLER MARK L OH 108,735.68 11.875 7.500 85.0 03/15/2000
803188440 803188440 HEATHERLY JAMES R SC 55,500.00 14.500 9.000 75.0 03/17/2000
803188549 803188549 SARKIS TONY S MA 80,000.00 10.500 5.750 65.0 03/10/2000
803188655 803188655 GOEMMER ROBERT A CO 139,500.00 10.750 7.250 90.0 03/21/2000
803189265 803189265 CHAMBERS GEORGIANNA PA 56,250.00 11.375 6.250 75.0 03/20/2000
803189299 803189299 GOODRICH FRED G PA 49,550.00 10.000 5.250 50.0 03/01/2000
803190040 803190040 DERRYBERRY LARRY R MO 68,500.00 12.250 6.750 58.5 03/07/2000
803190495 803190495 THAUSE LIORA NY 280,000.00 9.875 4.750 80.0 03/14/2000
803190941 803190941 HOBBS ALBERT G MD 70,400.00 12.875 7.875 80.0 03/06/2000
803191295 803191295 BISHOP EDWARD MD 110,229.35 13.875 9.125 75.5 02/28/2000
803191543 803191543 JONES SHARON NY 171,000.00 11.000 6.250 90.0 03/16/2000
803192129 803192129 MUSCELLI ANTHONY F II DE 119,850.00 11.750 6.500 85.0 03/03/2000
803192251 803192251 LACY CLARINA LYNNE IN 64,000.00 13.000 8.000 80.0 03/20/2000
803192301 803192301 ULITCHNEY SHELLY ANN PA 54,000.00 11.000 6.250 90.0 03/04/2000
803193010 803193010 MONICA JOHN M GA 55,480.74 11.125 5.750 75.0 02/29/2000
803193770 803193770 MCDUFF DAVID NH 98,870.09 11.750 6.850 79.9 03/10/2000
803193937 803193937 BRYANT TANGELA GA 37,500.00 13.000 7.500 75.0 03/03/2000
803193986 803193986 MCKENZIE SYDNEY A PA 33,600.00 12.000 6.975 80.0 03/08/2000
803194158 803194158 FORD CONNIE IN 62,050.00 12.000 6.250 85.0 03/06/2000
803196757 803196757 DANO ZAHIR M MI 134,300.00 11.500 6.775 85.0 03/17/2000
803196849 803196849 ENRIQUEZ JUAN CARLOS FL 387,000.00 10.500 5.250 90.0 02/25/2000
803196864 803196864 MARTIN ARNOLD LYNN NC 96,300.00 9.625 5.750 90.0 03/21/2000
803197060 803197060 HARRISON REGINA MD 243,000.00 10.750 6.000 90.0 03/08/2000
803197284 803197284 POLING CONNIE NC 75,650.00 11.875 7.000 85.0 03/20/2000
803197862 803197862 BURNS EVELYN M MI 61,500.00 11.875 6.250 51.2 03/13/2000
803198035 803198035 TYSON KAREN OH 48,781.09 13.750 8.750 80.0 02/28/2000
803198357 803198357 TILLMAN KIM NC 56,000.00 11.750 6.000 74.6 03/17/2000
803198415 803198415 FLINGOS EDWARD FL 55,505.00 12.750 7.875 85.0 03/20/2000
803198456 803198456 CURRY MARVIN T NC 54,391.14 11.500 6.000 90.0 02/24/2000
803198761 803198761 MACIAS LOLITA D CO 71,400.00 10.125 5.375 85.0 03/07/2000
803199363 803199363 MILLER LOWELL F SC 86,450.00 12.250 6.750 65.0 03/13/2000
803199827 803199827 DAY JOHN S IN 169,200.00 10.500 6.250 90.0 02/29/2000
803200815 803200815 JAVIER CRISTOBAL CT 58,500.00 11.500 7.000 90.0 03/09/2000
803201151 803201151 MARTINEZ JOSE A IL 110,000.00 11.125 6.500 59.4 03/09/2000
803201649 803201649 HAAS FRED V OH 52,000.00 8.750 4.375 76.4 03/08/2000
803202019 803202019 MILLER DONALD PA 40,375.00 9.875 6.250 85.0 03/02/2000
803202035 803202035 RIVERA JUAN FL 34,100.00 11.000 5.750 65.5 03/07/2000
803202431 803202431 MENDEZ ABELARDO IL 68,700.00 13.000 8.000 77.6 03/08/2000
803202472 803202472 THAUSE LIORA NY 225,000.00 10.750 5.500 90.0 03/14/2000
803202787 803202787 CARTER HERMAN N VA 35,750.00 12.500 7.000 65.0 03/20/2000
803203348 803203348 HOLMES PHYLLIS ANN VA 46,500.00 12.000 6.500 64.9 03/10/2000
803203702 803203702 TURNER PIERRE FL 57,375.00 13.000 7.500 71.7 03/13/2000
803204056 803204056 DAVIS GEORGE JR NC 91,500.00 15.000 9.500 75.0 03/16/2000
803204395 803204395 CUMBO BRANT L FL 36,524.71 10.500 5.250 85.0 02/29/2000
803204718 803204718 MACKIN JAMES M FL 80,100.00 10.750 6.250 90.0 03/13/2000
803204783 803204783 LEE THOMAS OH 118,929.64 11.875 6.125 85.0 03/06/2000
803205467 803205467 WALLER EDWARD FL 72,250.00 12.250 6.500 85.0 03/03/2000
803207059 803207059 MORTON JAMES MI 30,100.00 12.000 6.500 70.0 03/13/2000
803207489 803207489 WEST CACELIA OH 55,165.00 11.625 6.750 85.0 03/09/2000
803208016 803208016 HOLDCRAFT ADRIAN L IN 112,500.00 10.250 6.000 89.2 03/08/2000
803208495 803208495 ELLISON LESLIE W IN 56,100.00 12.625 6.875 85.0 03/08/2000
803208800 803208800 HILL LUDELL OH 42,250.00 12.250 6.750 65.0 03/20/2000
803209022 803209022 VOTAW CHAD KY 46,750.00 12.250 7.125 85.0 03/08/2000
803209212 803209212 REESE ROLAND E PA 112,200.00 11.250 6.625 85.0 03/10/2000
803209501 803209501 HEFFNER IRVIN G III PA 81,000.00 9.750 5.000 66.3 03/06/2000
803210103 803210103 FAUST FRED III MI 119,000.00 13.625 7.650 85.0 03/21/2000
803211226 803211226 THIBODEAUX PAUL LA 76,800.00 11.000 5.250 80.0 03/09/2000
803211838 803211838 DITTLINGER BILL D IN 72,000.00 10.250 5.500 90.0 03/01/2000
803212778 803212778 CUNNINGHAM TERRY L IN 72,250.00 11.625 6.500 84.7 03/06/2000
803212935 803212935 SMITH TERRY SC 74,800.00 13.000 7.000 80.0 03/09/2000
803214519 803214519 WEBB LINDA D VA 51,594.00 12.000 6.250 85.9 03/14/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803182732 803182732 03/01/2000 0 65 00 00 9155052 026 A 0.00
803183771 803183771 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803183987 803183987 06/01/2000 0 00 00 00 9155052 633 A 0.00
803184035 803184035 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803184191 803184191 06/01/2000 0 00 00 00 SUPER ARM 633 A 0.00
803184449 803184449 04/01/2000 0 00 00 00 9155052 026 A 0.00
803184548 803184548 03/01/2000 0 00 00 00 9155052 033 A 0.00
803184712 803184712 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803185040 803185040 04/01/2000 0 00 00 00 9155052 026 A 0.00
803186089 803186089 04/01/2000 0 00 00 00 9155052 033 A 0.00
803186220 803186220 04/01/2000 0 00 00 00 9155052 026 A 0.00
803186816 803186816 04/01/2000 0 00 00 00 9155052 033 A 0.00
803186931 803186931 04/01/2000 0 00 00 00 9155052 033 A 0.00
803187426 803187426 04/01/2000 0 00 00 00 9155052 026 A 0.00
803187855 803187855 03/01/2000 0 00 00 00 9155052 026 A 0.00
803188069 803188069 03/01/2000 0 00 00 00 9155052 033 A 0.00
803188267 803188267 06/01/2000 0 00 00 00 SUPER ARM 633 A 0.00
803188440 803188440 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803188549 803188549 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803188655 803188655 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803189265 803189265 04/01/2000 0 00 00 00 SUPER ARM 630 A 0.00
803189299 803189299 03/01/2000 0 00 00 00 9155052 026 A 0.00
803190040 803190040 04/01/2000 0 00 00 00 9155052 026 A 0.00
803190495 803190495 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803190941 803190941 04/01/2000 0 00 00 00 9155052 026 A 0.00
803191295 803191295 04/01/2000 0 00 00 00 9155052 033 A 0.00
803191543 803191543 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803192129 803192129 04/01/2000 0 00 00 00 9155052 033 A 0.00
803192251 803192251 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803192301 803192301 04/01/2000 0 00 00 00 9155052 026 A 0.00
803193010 803193010 04/01/2000 0 00 00 00 9155052 628 A 0.00
803193770 803193770 04/01/2000 0 00 00 00 9155052 026 A 0.00
803193937 803193937 04/01/2000 0 00 00 00 9155052 026 A 0.00
803193986 803193986 04/01/2000 0 00 00 00 9155052 033 A 0.00
803194158 803194158 04/01/2000 0 00 00 00 9155052 026 A 0.00
803196757 803196757 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803196849 803196849 03/01/2000 0 65 00 00 9155052 033 A 0.00
803196864 803196864 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803197060 803197060 04/01/2000 0 00 00 00 9155052 033 A 0.00
803197284 803197284 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803197862 803197862 04/01/2000 0 00 00 00 9155052 026 A 0.00
803198035 803198035 05/01/2000 0 00 00 00 9155052 633 A 0.00
803198357 803198357 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803198415 803198415 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803198456 803198456 04/01/2000 0 00 00 00 9155052 026 A 0.00
803198761 803198761 04/01/2000 0 00 00 00 9155052 026 A 0.00
803199363 803199363 04/01/2000 0 00 00 00 9155052 026 A 0.00
803199827 803199827 03/01/2000 0 00 00 00 9155052 026 A 0.00
803200815 803200815 03/01/2000 0 00 00 00 9155052 026 A 0.00
803201151 803201151 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803201649 803201649 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803202019 803202019 04/01/2000 0 00 00 00 9155052 026 A 0.00
803202035 803202035 04/01/2000 0 00 00 00 9155052 033 A 0.00
803202431 803202431 04/01/2000 0 00 00 00 9155052 026 A 0.00
803202472 803202472 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803202787 803202787 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803203348 803203348 04/01/2000 0 00 00 00 9155052 026 A 0.00
803203702 803203702 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803204056 803204056 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803204395 803204395 04/01/2000 0 00 00 00 9155052 033 A 0.00
803204718 803204718 04/01/2000 0 00 00 00 9155052 026 A 0.00
803204783 803204783 06/01/2000 0 00 00 00 9155052 622 A 0.00
803205467 803205467 04/01/2000 0 00 00 00 9155052 026 A 0.00
803207059 803207059 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803207489 803207489 04/01/2000 0 00 00 00 9155052 026 A 0.00
803208016 803208016 04/01/2000 0 00 00 00 9155052 033 A 0.00
803208495 803208495 04/01/2000 0 00 00 00 9155052 026 A 0.00
803208800 803208800 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803209022 803209022 04/01/2000 0 00 00 00 9155052 026 A 0.00
803209212 803209212 04/01/2000 0 00 00 00 9155052 026 A 0.00
803209501 803209501 04/01/2000 0 00 00 00 9155052 026 A 0.00
803210103 803210103 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803211226 803211226 04/01/2000 0 00 00 00 9155052 026 A 0.00
803211838 803211838 03/01/2000 0 00 00 00 9155052 026 A 0.00
803212778 803212778 04/01/2000 0 00 00 00 9155052 026 A 0.00
803212935 803212935 04/01/2000 0 00 00 00 9155052 026 A 0.00
803214519 803214519 04/01/2000 0 00 00 00 9155052 026 A 0.00
</TABLE>
Page 21 of 22
<PAGE>
Page 21 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803215110 803215110 HARVEY RICHARD A CO 98,800.00 12.000 6.750 65.0 03/08/2000
803215219 803215219 SIMS DAVID MI 82,800.00 11.750 7.025 90.0 03/20/2000
803216217 803216217 WILLIAMS MIRANDA D AR 112,625.00 11.500 6.625 85.0 03/20/2000
803216316 803216316 MCCAFFERTY JOHN F WA 99,400.00 12.500 7.750 75.8 03/13/2000
803216480 803216480 DEDEN STEVEN ALLEN CO 137,900.00 9.750 4.750 70.0 03/16/2000
803216605 803216605 WARE RAY M MI 93,600.00 10.500 5.750 90.0 03/14/2000
803216704 803216704 LYNCH JOHN M NJ 128,000.00 12.000 7.300 85.3 03/16/2000
803216795 803216795 CRANE RAYMOND C PA 230,350.00 10.000 5.250 85.0 02/28/2000
803218700 803218700 BRINKLEY MICHAEL OH 51,300.00 10.250 5.000 90.0 03/03/2000
803218817 803218817 JESTER PAMELA WI 76,500.00 11.875 7.150 90.0 03/10/2000
803220201 803220201 LOVE ERIC E IN 70,125.00 13.250 8.250 75.0 03/20/2000
803220268 803220268 MCGLEW WARREN MA 66,000.00 12.250 7.000 47.4 03/16/2000
803220664 803220664 WOODS ALEXANDER J FL 44,800.00 10.375 5.500 80.0 03/15/2000
803220706 803220706 DEMPSEY PATRICIA S FL 39,865.00 10.750 6.000 85.0 03/13/2000
803221167 803221167 ROSALES ANA NC 79,543.00 11.875 7.000 85.0 03/06/2000
803223247 803223247 BAEZ ROGELIO CT 132,000.00 11.125 6.350 89.7 03/13/2000
803223791 803223791 LEONARD VICTORIA IN 72,250.00 10.875 6.000 82.1 03/17/2000
803225275 803225275 JONES EDDIE M MI 36,000.00 11.625 6.400 80.0 03/24/2000
803226018 803226018 FARNWORTH MARTIN D AZ 116,000.00 10.875 6.000 80.0 03/10/2000
803226661 803226661 AOUN HODA HANNA FL 224,000.00 12.750 8.000 80.0 03/20/2000
803226745 803226745 GROOTHUIS CHERYL CO 59,000.00 9.375 4.620 43.7 03/15/2000
803227859 803227859 HILLMAN RONALD R GA 469,800.00 11.625 7.375 90.0 03/15/2000
803228360 803228360 HOLDREN DAVID A FL 57,800.00 12.625 7.750 85.0 03/10/2000
803228451 803228451 SPENCER EUGENE C SR MD 80,600.00 12.500 7.000 65.0 03/06/2000
803228501 803228501 NUCICO MIGUEL AZ 75,200.00 10.500 5.750 80.0 03/09/2000
803228618 803228618 MCCLELAND JAMES F IN 52,800.00 9.750 4.875 80.0 03/03/2000
803229145 803229145 CHAMBERS MARTHA ROBERSON NC 65,700.00 11.000 6.250 90.0 03/20/2000
803229343 803229343 ARELLANO MAX E CO 73,100.00 11.500 6.625 85.0 03/10/2000
803232107 803232107 SIMMONS DEREK MD 43,120.00 12.625 7.250 80.0 03/08/2000
803232149 803232149 WALKER MIRIAM FL 39,685.00 12.500 7.500 80.9 03/16/2000
803232438 803232438 THOMAS MICHAEL FL 132,000.00 10.375 5.250 75.0 03/15/2000
803234178 803234178 MOYER MARLIN L PA 67,500.00 10.500 6.250 90.0 03/15/2000
803234921 803234921 KHARGIE BEEJAI CT 288,500.00 12.500 7.250 79.9 03/09/2000
803237668 803237668 HOGAN ANN M PA 79,000.00 10.500 5.750 87.7 03/17/2000
803238955 803238955 HALL THOMAS M SC 154,874.87 11.250 6.500 90.0 03/20/2000
803239110 803239110 HINES PATRICIA FL 52,000.00 12.000 6.500 76.4 03/20/2000
803241645 803241645 SILLIMAN THOMAS A PA 63,000.00 11.250 6.750 90.0 03/15/2000
803241801 803241801 SUMEY MARGARET MI 19,500.00 12.250 6.750 65.0 03/14/2000
803241900 803241900 MCMULLEN GBARPUE MN 55,250.00 11.375 6.500 85.0 03/07/2000
803242783 803242783 POTTS JERRY L JR FL 98,500.00 10.750 6.000 88.3 03/07/2000
803243849 803243849 SCHULTZ DONALD A NY 140,100.00 12.250 6.500 85.9 03/22/2000
803244003 803244003 MALOUIN ELIZABETH R MA 116,100.00 10.875 6.125 90.0 03/14/2000
803244102 803244102 DAVIS EMMA SC 73,125.00 10.375 5.750 75.0 03/17/2000
803244615 803244615 WILLIAMS KATHERINE MI 60,000.00 9.875 5.500 75.0 03/24/2000
803245794 803245794 NELSON DAVID L TN 110,415.00 11.625 6.750 85.0 03/21/2000
803247113 803247113 GINTER KENNETH A MO 111,900.00 9.500 4.750 79.9 03/10/2000
803247543 803247543 TARRANT PETER PA 90,000.00 12.750 8.000 71.4 03/21/2000
803247931 803247931 ALLEN WILLIAM A SC 88,000.00 13.375 8.000 80.0 03/22/2000
803249283 803249283 CHRISTY DENNIS L PA 69,636.40 9.875 4.875 85.0 03/13/2000
803249846 803249846 TORRES RAMON IL 75,600.00 12.750 7.000 84.9 03/20/2000
803250133 803250133 DOYLE PATRICK R CO 235,800.00 10.125 6.125 90.0 03/15/2000
803251990 803251990 RODRIGUEZ JORGE FL 62,900.00 10.250 5.500 89.9 03/10/2000
803253707 803253707 HALEY ANGELA K OK 65,500.00 10.750 5.250 74.0 03/20/2000
803256825 803256825 CASAS FERNAN JOSE AZ 71,250.00 10.875 6.375 75.0 03/15/2000
803257765 803257765 BEAUBIEN MELISSA MI 80,750.00 12.375 7.500 85.0 03/15/2000
803258664 803258664 MORRIS KIMMALY A MI 65,600.00 12.875 7.500 80.0 03/14/2000
803260686 803260686 WILKEN CAROL A OH 40,000.00 10.375 5.000 80.0 03/17/2000
803260942 803260942 HOWE TIMOTHY L FL 36,720.00 13.875 9.125 80.0 03/20/2000
803263490 803263490 VENZOR HAYDEE AZ 95,250.00 11.875 6.375 75.0 03/16/2000
803264639 803264639 GETZ KENNETH H NY 49,950.00 9.875 5.250 75.6 03/22/2000
803265206 803265206 BAUGHMAN MICHAEL G NY 53,242.00 13.500 8.750 70.9 03/24/2000
803265420 803265420 YOUNG CORNELIA OH 43,550.00 12.250 6.750 65.0 03/13/2000
803269281 803269281 BARRIENTOS HECTOR A CO 102,000.00 10.875 6.500 85.0 03/10/2000
803269729 803269729 LAURITA MICHAEL A MI 44,850.00 12.250 6.750 65.0 03/24/2000
803270115 803270115 ROSS BONNIE E NM 156,000.00 13.000 8.000 80.0 03/14/2000
803271956 803271956 IOSBAKER GARY D FL 103,920.00 12.625 7.875 80.0 03/17/2000
803274042 803274042 YOW JERRY W FL 68,400.00 11.500 6.750 90.0 03/17/2000
803274729 803274729 MOORE CURTIS O VA 85,000.00 11.750 6.500 85.0 03/11/2000
803274851 803274851 EDMONDS WILLIAM LEE JR VA 68,800.00 12.750 7.000 80.0 03/20/2000
803275668 803275668 LAKEY BARBARA MO 59,400.00 12.625 7.250 80.0 03/21/2000
803276070 803276070 STEPHENS ILLANA MO 75,100.00 10.500 5.750 89.9 03/17/2000
803282961 803282961 WARGA ROBERT W CT 106,250.00 12.625 7.400 85.0 03/23/2000
803285758 803285758 WILEY ROY FL 24,937.10 12.250 7.000 85.9 03/15/2000
803286079 803286079 ROUNGRONG PORNTHIP TX 48,365.00 10.375 4.750 85.0 03/16/2000
803287630 803287630 PALMER WILLIAM J IN 42,925.00 12.625 6.875 85.0 03/21/2000
803292762 803292762 STOOKS WILLIAM G FL 87,000.00 14.500 9.750 75.0 03/22/2000
803301514 803301514 DOYLE JOSEPH III PA 65,700.00 10.625 6.700 90.0 03/22/2000
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803215110 803215110 04/01/2000 0 00 00 00 9155052 026 A 0.00
803215219 803215219 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803216217 803216217 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803216316 803216316 04/01/2000 0 00 00 00 9155052 026 A 0.00
803216480 803216480 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803216605 803216605 04/01/2000 0 00 00 00 9155052 026 A 0.00
803216704 803216704 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803216795 803216795 03/01/2000 0 00 00 00 9155052 026 A 0.00
803218700 803218700 04/01/2000 0 00 00 00 9155052 033 A 0.00
803218817 803218817 04/01/2000 0 00 00 00 9155052 026 A 0.00
803220201 803220201 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803220268 803220268 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803220664 803220664 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803220706 803220706 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803221167 803221167 04/01/2000 0 00 00 00 9155052 026 A 0.00
803223247 803223247 04/01/2000 0 00 00 00 9155052 033 A 0.00
803223791 803223791 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803225275 803225275 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803226018 803226018 03/01/2000 0 00 00 00 9155052 026 A 0.00
803226661 803226661 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803226745 803226745 04/01/2000 0 00 00 00 9155052 026 A 0.00
803227859 803227859 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803228360 803228360 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803228451 803228451 04/01/2000 0 00 00 00 9155052 033 A 0.00
803228501 803228501 03/01/2000 0 00 00 00 9155052 026 A 0.00
803228618 803228618 04/01/2000 0 00 00 00 9155052 026 A 0.00
803229145 803229145 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803229343 803229343 04/01/2000 0 00 00 00 9155052 026 A 0.00
803232107 803232107 04/01/2000 0 00 00 00 9155052 033 A 0.00
803232149 803232149 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803232438 803232438 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803234178 803234178 04/01/2000 0 00 00 00 9155052 026 A 0.00
803234921 803234921 03/01/2000 0 00 00 00 9155052 026 A 0.00
803237668 803237668 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803238955 803238955 06/01/2000 0 00 00 00 SUPER ARM 622 A 0.00
803239110 803239110 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803241645 803241645 04/01/2000 0 00 00 00 9155052 026 A 0.00
803241801 803241801 04/01/2000 0 00 00 00 9155052 026 A 0.00
803241900 803241900 04/01/2000 0 00 00 00 9155052 033 A 0.00
803242783 803242783 04/01/2000 0 00 00 00 9155052 033 A 0.00
803243849 803243849 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803244003 803244003 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803244102 803244102 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803244615 803244615 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803245794 803245794 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803247113 803247113 04/01/2000 0 00 00 00 9155052 033 A 0.00
803247543 803247543 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803247931 803247931 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803249283 803249283 06/01/2000 0 00 00 00 9155052 622 A 0.00
803249846 803249846 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803250133 803250133 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803251990 803251990 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803253707 803253707 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803256825 803256825 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803257765 803257765 04/01/2000 0 00 00 00 9155052 026 A 0.00
803258664 803258664 04/01/2000 0 00 00 00 9155052 026 A 0.00
803260686 803260686 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803260942 803260942 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803263490 803263490 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803264639 803264639 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803265206 803265206 04/01/2000 0 00 00 00 SUPER ARM 633 A 0.00
803265420 803265420 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803269281 803269281 04/01/2000 0 00 00 00 9155052 033 A 0.00
803269729 803269729 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803270115 803270115 04/01/2000 0 00 00 00 9155052 026 A 0.00
803271956 803271956 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803274042 803274042 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803274729 803274729 04/01/2000 0 00 00 00 9155052 033 A 0.00
803274851 803274851 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803275668 803275668 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803276070 803276070 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803282961 803282961 04/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
803285758 803285758 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803286079 803286079 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803287630 803287630 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803292762 803292762 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803301514 803301514 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
</TABLE>
<PAGE>
Page 22 of 22
ALLIANCE FUNDING
A division of Superior Bank FSB
Prefunding Support Schedule - Loans Funded and Available for Sale to 2000-1
<TABLE>
<CAPTION>
Orig LSAMS Current Note
Account Accounts Name State Principal Rate Margin LTV AFCDate
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803302017 803302017 BOOKER GARLAND R VA 70,000.00 11.875 6.800 85.3 03/22/2000
803306240 803306240 REDDISH STEVE GA 69,000.00 13.500 8.500 75.0 03/15/2000
803313295 803313295 ESPOSITO JANET ANN NJ 63,750.00 10.750 5.750 85.0 03/22/2000
803319748 803319748 WARD JOHN F IN 61,200.00 11.000 6.250 90.0 03/16/2000
8000385297 8000385297 WILSON CHRISTINE IL 27,493.53 12.875 7.250 20.3 01/07/2000
8000522188 8000522188 ELDER ALICE C GA 54,161.17 11.000 8.500 80.8 03/17/2000
8000608722 8000608722 ORLOVE SEYMOUR B IL 53,200.00 11.375 6.750 70.0 03/02/2000
- ---------------------------------------------------------------------------------------
Loans in Servicing not yet tagged for sale 697 59,919,475.11
Total in Servicing tagged and not yet tagged for sale 59,919,475.11
Needed/(Excess) (4,441,652.93) Excess
(4,441,652.93) Excess
<CAPTION>
Orig LSAMS Paid Hold Tracking Program Rate Companion
Account Accounts thru Date 30 Day Code Identifier Type Flag BD Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803302017 803302017 03/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803306240 803306240 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803313295 803313295 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
803319748 803319748 04/01/2000 0 00 00 00 SUPER ARM 026 A 0.00
8000385297 8000385297 03/01/2000 0 00 00 00 SUPER ARM 033 A 0.00
8000522188 8000522188 06/01/2000 0 00 00 00 SUPRARMRTL 622 A 0.00
8000608722 8000608722 04/01/2000 0 65 00 00 9175004 026 A 0.00
- ---------------------------- ---------------
Loans in Servicing not yet tagged for sale 0.00
Total in Servicing tagged and not yet tagged for sale
Needed/(Excess)
</TABLE>
<PAGE>
EXHIBIT S
MORTGAGE LOANS 30 OR MORE DAYS DELINQUENT
None
<PAGE>
EXHIBIT T
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the "Instrument"),
dated ___________, 200__, among Superior Bank FSB, as seller (the "Seller"),
LaSalle Bank National Association, as indenture trustee (the "Indenture
Trustee") and AFC Trust Series 2000-1, as issuer of the AFC Mortgage Loan Asset
Backed Notes, Series 2000-1, as purchaser (the "Issuer"), and pursuant to the
Sale and Servicing Agreement, dated as of March 1, 2000, by and among Superior
Bank FSB, as Seller and Servicer, the Issuer and the Indenture Trustee (the
"Sale and Servicing Agreement"), the Seller and the Issuer agree to the sale by
the Seller and the purchase by the Issuer, and pledge by the Issuer to the
Indenture Trustee, of the Mortgage Loans listed on the attached Schedule of
Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their respective
meanings as set forth in the Sale and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Seller, upon receipt of the purchase price therefor, does
hereby sell, transfer, assign, set over and convey to the Issuer, without
recourse, all of its right, title and interest in and to the Subsequent Mortgage
Loans, excepting the Depositor's Yield, and including all amounts due on the
Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, and all
items with respect to the Subsequent Mortgage Loans to be delivered pursuant to
Section 2.04 of the Sale and Servicing Agreement; provided, however that the
Seller reserves and retains all right, title and interest in and to amounts
(including Prepayments, Curtailments and Excess Payments) due on the Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Indenture Trustee or, if a Custodian has been appointed
pursuant to Section 6.12 of the Indenture to the Custodian each item set forth
in Section 2.04 of the Sale and Servicing Agreement. The transfer to the Issuer
by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Seller, the Servicer, the
Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to
constitute and to be treated as a sale by the Seller to the Issuer.
(b) The Issuer hereby grants to the Indenture Trustee, as trustee
for the benefit of the Noteholders and the Note Insurer, all of the Issuer's
right, title and interest in and to the Subsequent Mortgage Loans and the
proceeds thereof under the Related Documents, excepting the Depositor's Yield
and all amounts due or accrued on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date.
(c) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Instrument and the Sale and Servicing Agreement
shall be borne by the Seller.
<PAGE>
(d) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller, contemporaneously with the delivery of this
Agreement, hereby affirms the representations and warranties set forth in
Section 3.02 of the Sale and Servicing Agreement that relate to the Subsequent
Mortgage Loans as of the date hereof. The Seller hereby confirms that each of
the conditions set forth in Section 2.10(b), and as applicable, Section 2.10(c)
or Section 2.10(d), of the Sale and Servicing Agreement are satisfied as of the
date hereof.
(b) All terms and conditions of the Sale and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict the provisions of this Instrument shall control over the conflicting
provisions of the Sale and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Noteholders' expense on direction of the Note Insurer or the related
Majority Noteholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Noteholders or is necessary for the administration or servicing of the
Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
-2-
<PAGE>
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon
the Seller, the Issuer and the Indenture Trustee and their respective successors
and assigns.
Section 7. Limitation of Liability.
It is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee (in such capacity, the
"Owner Trustee") under the Trust Agreement, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Owner Trustee is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Owner Trustee and (c) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Owner Trustee or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Owner Trustee under this Agreement or the other related
documents.
SUPERIOR BANK FSB
By: _______________________________
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By: _______________________________
Name:
Title:
AFC TRUST SERIES 2000-1
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee
By: _______________________________
Name:
Title:
<PAGE>
Attachments
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
-3-
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1
ATTACHMENT A TO SUBSEQUENT TRANSFER
INSTRUMENT FOR GROUP 1
Series 2000-1
________, 2000
A.
1. Subsequent Cut-off Date:
2. Pricing Date: ______
3. Subsequent Transfer Date: ______
4. Aggregate Principal Balance of the Group 1 ______
Subsequent Mortgage Loans as of the Subsequent
Cut-off Date: $_____
5. Purchase Price for Group 1 Subsequent Mortgage Loans $_____
6. Amount for deposit into the Group 1 Interest
Coverage Account in respect of Subsequent Mortgage
Loans that are Deferred Payment Loans $_____
7. Aggregate Principal Balance of Group 1 Subsequent
Mortgage Loans that are Permanent Buydown Companion
Loans $_____
As to the Group 1 Subsequent Mortgage Loans the
subject of this Instrument (excluding any Permanent
B. I. Buydown Companion Loans)
1. Longest original term to maturity: ______months
2. Shortest original term to maturity: ______months
3. Lowest Mortgage Rate: ______%
4. Greatest Combined Loan-to-Value Ratio: ______%
II. As to all Group 1 Mortgage Loans (other than any
Permanent Buydown Companion Loans), upon final
transfer of all Group 1 Subsequent Mortgage Loans:
1. Percentage with a first payment date no later than
_____________ ______%
2. WAC ______%
3. WAM (remaining) ______months
4. CLTV ______%
5. Balloon Loans ______%
<PAGE>
6. Non-owner occupied Mortgaged Properties ______%
7. Single Zip Code Concentration ______%
8. Condominiums ______%
9. Single Family Properties ______%
10. Multifamily and Mixed Use Properties ______%
11. Manufactured Homes ______%
12. Commercial Properties ______%
-2-
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1
ATTACHMENT A TO SUBSEQUENT TRANSFER
INSTRUMENT FOR GROUP 2
Series 2000-1
________, 2000
A.
1. Subsequent Cut-off Date:
2. Pricing Date:
3. Subsequent Transfer Date:
4. Aggregate Principal Balance of the Group 2
Subsequent Mortgage Loans as of the Subsequent
Cut-off Date: $_____
5. Purchase Price for Group 2 Subsequent Mortgage
Loans: $_____
6. Amount for deposit into the Group 2 Interest
Coverage Account in respect of Subsequent Mortgage
Loans that are Deferred Payment Loans $_____
B. I. As to the Group 2 Subsequent Mortgage Loans the
subject of this Instrument:
1. Longest original term to maturity: _____months
2. Shortest original term to maturity: _____months
3. Lowest Gross Margin: _____%
4. Lowest Minimum Mortgage Rate: _____%
5. Greatest Maximum Mortgage Rate: _____%
6. Greatest LTV.: _____%
7. Greatest Principal Balance: $_____
II. As to all Group 2 Mortgage Loans, upon final
transfer of all Group 2 Subsequent Mortgage Loans:
1. Weighted Average Gross Margin _____%
2. WAM (remaining) _____months
3. Weighted Average LTV. _____%
4. Non-owner occupied Mortgaged Properties _____%
<PAGE>
-2-
5. Single Zip Code Concentration _____%
6. Condominiums and PUDS _____%
7. Single Family _____%
8. Multifamily, Mixed Use, Commercial _____%
9. Manufactured Homes _____%
10. First Lien _____%
<PAGE>
EXHIBIT U
FORM OF ADDITION NOTICE
[Date]
[Indenture Trustee]
[Note Insurer]
- ---------------------
- ---------------------
Re: Sale and Servicing Agreement, dated as of March 1, 2000 (the "Sale
and Servicing Agreement"), between AFC Trust Series 2000-1, as
issuer, Superior Bank FSB, as seller ("Seller") and Servicer, and
LaSalle Bank National Association, as indenture trustee (the
"Indenture Trustee") relating to AFC Mortgage Loan Asset Backed
Notes, Series 2000-1
Ladies and Gentlemen:
Pursuant to Section 2.10 of the Sale and Servicing Agreement, Seller has
designated Subsequent Mortgage Loans to be sold to the Issuer on _____, 200__,
with an aggregate principal balance of $________. In connection therewith an
amount equal to $______ (subject to adjustment by the Note Insurer as provided
in Section 2.10(a)) will be remitted to you, as trustee, on the Subsequent
Transfer Date for deposit into the [Group 1] [Group 2] Interest Coverage Account
in respect of interest on Deferred Payment Loans] Capitalized terms not
otherwise defined herein have the meaning set forth in the Sale and Servicing
Agreement.
Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.
Very truly yours,
[SELLER]
By: _________________________
Name: ________________________
Title: _________________________
<PAGE>
EXHIBIT V
SCHEDULE OF MORTGAGE LOANS WITH LOST NOTE AFFIDAVITS
<PAGE>
EXHIBIT V
SCHEDULE OF MORTGAGE LOANS WITH LOST NOTE AFFIDAVITS
800837171 JESSIE PRESTON
801182551 HUNTER ALICIA S
801197344 STADTMULLER GYULA
801552597 WILLIAMS JOSEPH R
801653833 BOYD BETTY J
801956269 YOUNTS MARTIN K
801993254 LESLIE EDWARD H
802129601 CALHOUN JOHN T
802153866 KIMMEL BETH A
802266403 FOX JERRY LEON II
802282392 ADAMS ELVIS
802311084 RIFFE MARCIA
802367904 DANIELS CHERYL A
802376574 JOHNSON MARK
802389544 MACIAS AUSNCIO
802432500 DORANCY JEANNE B
802435958 FAIRCHILD CHRISTOPHE J
802446021 TURNER CARNELIUS G
802450866 SANDERS RACHEL
802470963 MIKULECKY SARAH A
802472233 SMITH PRUITT
802481168 TOBIN MICHELLE
802484469 GONZALEZ JUAN
802485672 WILLIAMS MICHAEL A
802520338 YOUNG KENNETH
802548032 PATTERSON GLENDA
802563445 BARNES RANDY
802573931 TYSON CAROL A
802599811 DILLON GERALD
802605584 HEATHCOTE CAROL A
802620393 MARCUS GREG B
802647578 BECKER WALTER J
802707737 SANCHEZ LAWRENCE J
802743203 ENGEL MARTHA
802758300 BASKIN WILLIAM J
802781690 DUNN KEVIN
802794529 ZUMBADO ERNESTO
802916775 FOUTZ DARRYL H
802925685 MUNCY TANYA R
802946525 CARLL IRWIN
803010347 LAWRENCE DWAIN
8000323876 SMITH MICHAEL D
8000402688 CHANEY CHARLES C
<PAGE>
EXHIBIT W
SCHEDULE OF SUBJECT MANUFACTURED HOME LOANS
<PAGE>
EXHIBIT W
MANUFACTURED HOMES IN 2000-1 INITIAL POOL
<TABLE>
<CAPTION>
Current Note Date Status Property Type
Account Name State Zip Principal Rate Funded Lien LTV Value Property Next Due
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
802768754 ROBINSON GARY LEE NC 28761 67,942.72 10.250 12/29/1999 1 85.0 80,000.00 7 04/01/2000
801195017 HARDING DENNIS L NC 28504 55,733.42 11.125 12/04/1998 1 80.0 70,000.00 7 04/01/2000
802293548 MITCHELL RICKY E. NC 27534 97,200.00 10.750 01/14/2000 1 90.0 108,000.00 7 04/01/2000
802713354 TUTOR RICHARD NC 28365 88,200.00 10.750 01/11/2000 1 90.0 98,000.00 7 04/01/2000
802999128 MERRITT DAWN D NC 27530 80,750.00 11.375 01/19/2000 1 85.0 95,000.00 7 04/01/2000
- --------------------------------------------------------
5 389,826.14
802472233 SMITH PRUITT SC 29654 31,042.45 11.550 09/28/1999 1 65.0 48,000.00 6 03/28/2000
802759217 COLE TERRIANCE SC 29044 76,800.00 12.250 01/06/2000 1 80.0 96,000.00 7 04/01/2000
- --------------------------------------------------------
2 107,842.45
7 497,668.59
</TABLE>
